Exhibit 10.1



EXHIBIT 10.1

EQUITY ACQUISITION AGREEMENT

This Equity Acquisition Agreement is made as of June 11, 2008 by and among (1) The Billing Resource,
d/b/a Integretel, Inc., a California corporation (“TBR”), (2) TBR
as the majority shareholder of P1, (3) PaymentOne Corporation, a Delaware
corporation (“P1”) and (4) Etelcharge.com, a Nevada
 corporation (the “Buyer” and together with TBR and P1, the
“Parties”).  

R E C I T A L S:

A)

P1 provides a payment and marketing service that collects accounts
receivable generated through digital services and premium content (the “P1
Business”).

B)

TBR currently owns 97.7% of the equity interests in P1 on a
non-diluted basis amounting to 3,500,000 shares of common stock of P1, $0.001
par value (together with any and all other known or unknown claims or rights
that TBR may have related to the equity of or ownership interests in P1,
“P1 Equity”), with the balance of P1’s issued stock held by three
individuals no longer affiliated with P1.  P1’s management and employees
and certain other parties hold unexercised options, which if exercised, would
result in such Persons holding collectively 37.65% of P1’s common equity on a
fully diluted basis (i.e., all P1 common shares issuable upon exercise of
outstanding options combined with all P1 common shares already issued and
outstanding).

C)

TBR is subject to a bankruptcy case (“Bankruptcy
Case”) pending in the United States Bankruptcy Court for the Northern
District of California, San Jose Division (the “Bankruptcy Court”)
filed on or about September 16, 2007 (the “Petition Date”).

D)

Pursuant to a Security Agreement dated as of January 26, 2005, P1
has made multiple secured loans and extensions of credit to TBR, incurred prior
to the Petition Date, for an aggregate principal amount of approximately Twelve
Million Eight Hundred Thousand Dollars ($12,800,000), as described and evidenced
in the Proof of Claim filed in the Bankruptcy Case on or about January 11, 2008
(the “Debt”).  TBR has asserted that it may have certain
defenses to the Debt and the asserted priority of the Debt, which are more fully
set forth in its Disclosure Statement filed with the Bankruptcy Court (the
“Disclosure Statement”) and such disclosures are incorporated by
reference herein.  Such defenses include, without limitation, preference claims related to the filing of an amended
financing statement within one year of the Petition Date.  P1 disputes such
assertions, as set forth in its response to the Disclosure Statement filed with
the Bankruptcy Court and incorporated by reference herein.

E)

During the year prior to the Petition Date, TBR made cash payments
and other transfers of property rights to P1 (the “Pre-Petition
Transfers”) and has previously asserted that it may have claims related
to such Pre-Petition Transfers.  After the Petition Date, TBR also made
approximately Four Million One Hundred Thousand Dollars ($4,100,000) in
additional cash payments to P1 on account of debt incurred by TBR prior to the
Petition Date as adequate protection under the Cash Collateral Stipulation and
Cash Collateral Orders (as hereinafter defined), with a reservation of rights
related to such payments.     





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F)

P1 and TBR wish to resolve all potential disputes related to the
Debt, the Pre-Petition Transfers and the transfers made under the Cash
Collateral Stipulation and Cash Collateral Orders.  TBR, on behalf of
itself, its bankruptcy estate and its creditors and P1 desire to resolve such
disputes and to grant releases to each other in exchange for the benefits of
this Agreement.

G)

P1 has continued to do business with TBR after the Petition Date
and the parties have engaged in Post-Petition Transactions (as hereinafter
defined).   TBR and P1 wish to confirm their rights related to the
Post-Petition Transactions on the terms set forth herein.

H)

Buyer desires to acquire the P1 Equity from TBR in exchange for
Buyer’s agreement to (i) operate P1’s business in the ordinary course, with
an immediate payment by Buyer to P1 of One Million Five Hundred Thousand Dollars
($1,500,000) cash (the “Cash Consideration”); and
(ii) provide such additional capital support to P1, all of which is to the
benefit of TBR and P1.  Buyer and TBR agree that in consideration of the
various agreements between Buyer and TBR set forth herein, including but not
limited to the undertakings in the Shared and Support Services Agreement of TBR
or any successor of TBR party to such agreement, Buyer shall cause P1
immediately after the Effective Date to convey the Debt to TBR, subject to the
provisions of Article 12 hereof, with all rights related to the Debt
being preserved for the benefit of TBR’s bankruptcy estate under the terms of
this Agreement and Bankruptcy Code Section 551 and perform the other
undertakings of Buyer described herein.

I)

The Parties desire to set forth the terms upon which the P1 Equity
is offered and purchased and desire to confirm certain representations and
warranties.

ARTICLE 1
DEFINITIONS

1.1.

For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Article 1:

“Agreement” means this Equity Acquisition Agreement,
together with the Recitals and the attached Exhibits;




“Alternative Transaction” means an alternative
transaction for the sale of the P1 Equity, which transaction closes, to a party
other than the Buyer or its designee; 




“Approval Order” means an Order from the Bankruptcy
Court, in a form satisfactory to Buyer, P1 and TBR, permitting Buyer, P1 and TBR
to consummate this Agreement, which among other things, shall provide that the
transactions contemplated hereby are made in good faith pursuant to Bankruptcy
Code Section 363(m) and that the rights related to the Debt are preserved for
the benefit of TBR’s bankruptcy estate (including the relative priority and lien
rights pursuant to Bankruptcy Code Section 551);




“Balance Sheet” has the meaning set forth in
Section 4.6 in this Agreement;




“Balance Sheet Date” has the meaning set forth in
Section 4.6 in this Agreement;





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“Bankruptcy Case” has the meaning set forth in
Recital C in this Agreement;




“Bankruptcy Code” means Title 11 of the United
States Code;




“Bankruptcy Court” has the meaning set forth in
Recital C in this Agreement;




“Break Fee” has the meaning set forth in Section
14.3(a) in this Agreement;




“Break Fee Order” has the meaning ascribed to it in
Section 14.3(a) of this Agreement.




“Business Employees” has the meaning set forth in
Section 4.14(a) in this Agreement;




“Buyer” means Etelcharge.com, a Nevada
corporation;




“Cash Collateral Orders” means any and all orders
entered by the Bankruptcy Court approving and extending the Cash Collateral
Stipulation;




“Cash Collateral Stipulation” means that certain
stipulation dated as of September 26, 2007 entered by TBR and P1, establishing
the terms on which TBR was entitled to use cash collateral of P1 and granting P1
certain rights and benefits, as such agreement has been modified and
amended;




“Cash Consideration” has the meaning set forth in
Recital H in this Agreement;




“Combined cap” has the meaning set forth in
Section 12.1(c) in this Agreement;




“Consulting Agreements” means the consulting
agreement between P1 and Joseph Lynam, in a form satisfactory to P1 and
Buyer;




“Contracts” means any agreement, contract,
obligation, promise or undertaking (whether written or oral and whether express
or implied) that is legally binding;




“Debt” has the meaning set forth in Recital D
in this Agreement;




“Debt Transfer Documents” shall mean the agreement
between P1 and TBR conveying the Debt to TBR without representation, recourse or
warranty attached Exhibit D;




“Deficit Claim” has the meaning set forth in
Section 12.1(a) in this Agreement;




“Disclosure Statement” has the meaning set forth in
Recital D in this Agreement;




“Effective Date” means the date when all conditions
set forth in Article 9 of this Agreement have been satisfied or
waived;




“Environmental Law” has the meaning set forth in
Section 4.5(a) in this Agreement;





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“Environmental Permits” has the meaning set forth in
Section 4.5(a) in this Agreement;




“Exchange Act” means the Securities Exchange Act of
1934, as amended;




“Golden Gate” means Golden Gate Investors, Inc.;




“ICS” means Inmate Calling Solutions, LLC, a
California limited liability company;




“Intellectual Property” has the meaning set forth in
Section 4.8(a) in this Agreement;




“Latest Date” has the meaning set forth in
Section 9.1(a)(viii) in this Agreement;




“Laws” has the meaning set forth in Section
4.9 in this Agreement;




“Lease Agreements” means (1) the lease between (a)
SFF Realty Fund, L.P., (b) ICS and (c) P1 dated December 19, 2007, (2) the
sublease between (a) P1, (b) ICS and (c) TBR dated December 19, 2007, (3) the
indemnity agreement between (a) ICS and (b) P1 dated December 2007 and (4) the
continuing guaranty between (a) TBR and (b) SFF Realty Fund, L.P. dated December
21, 2007;




“Loss before professional fees and transaction
adjustments” has the meaning set forth in Section 12.1(b) in this
Agreement; 




“Loss Claim” has the meaning set forth in Section
12.1(b) in this Agreement;




“New Directors” means Rob Howe, Roger Wagner and
Thomas Jackson;




“Order” means any decree, order, injunction, rule,
judgment, consent of or by any court or governmental authority;




“Parties” has the meaning set forth in the Preamble
of this Agreement;




“Permits” has the meaning set
forth in Section 4.11 in this Agreement;




“Person” has the meaning set forth in Section
11.4 in this Agreement;




“Petition Date” has the meaning set forth in
Recital C in this Agreement;




“Post Effective Date Payments” has the meaning set
forth in Section 3.2 in this Agreement;




“Post-Petition Transactions” has the meaning set
forth in Section 13.4 in this Agreement;




“Pre-Petition Transfers” has the meaning set forth
in Recital E in this Agreement;





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“Property” has the meaning set forth in Section
4.4(a) in this Agreement;




“P1” means PaymentOne Corporation, a Delaware
corporation;




“P1 Business” has the meaning set forth in
Recital A in this Agreement;




“P1 Contracts” has the meaning set forth in
Section 4.7 in this Agreement;




“P1 Disclosure Schedule” has the meaning set forth
in Article 4 of this Agreement;




“P1 Equity” has the meaning set forth in Recital
B in this Agreement;




“P1 Equity Purchase” has the meaning set forth in
Section 2.1 in this Agreement;




“P1 IP” has the meaning set forth in Section
4.8(a) in this Agreement;




“P1 knowledge” or words of similar import shall be
deemed to refer to the current actual knowledge following reasonable inquiry of
Joseph Lynam and Evan Meyer;




“P1 Proof Of Claim” has the meaning set forth in
Section 12.1(c) in this Agreement;




“P1 Releasees” has the meaning set forth in
Section 13.5 in this Agreement;




“P1 Releasors” has the meaning
set forth in Section 13.6 in this Agreement;




“Releases” has the meaning set forth in Section
13.7 in this Agreement;




“Replaced Options” means options originally granted
pursuant to the P1 2000 Stock Incentive Plan that, prior to the date of this
Agreement, were cancelled and replaced with options under the P1 2007 Equity
Incentive Plan.




“Reserved Claim” has the meaning set forth in
Section 12.1(c) in this Agreement;




“SAS 70 Report” has the meaning set forth in
Section 4.6 in this Agreement;




“Shared and Support Services Agreement” shall mean
the agreement between TBR (or any purchaser of all or substantially all of its
assets) and P1 attached hereto as Exhibit A, with appropriate
modifications mutually acceptable to Buyer, TBR and P1.




“Security Documents” means the Security Agreement
between TBR and P1 dated as of January 26, 2005 and any related financing
statements;




“Tax” or “Taxes” has the meaning set
forth in Section 4.13(a)(i) in this Agreement;




“Tax Returns” has the meaning set forth in
Section 4.13(a)(ii) in this Agreement; 




“TBR” means The Billing Resource, d/b/a Integretel,
Inc., a California Corporation;





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“TBR Disclosure Schedule” has the meaning set forth
in Article 11 of this Agreement; 




“TBR Releasees” has the meaning set forth in
Section 13.6 in this Agreement;




“TBR Releasors” has the meaning set forth in
Section 13.5 in this Agreement; 




“Third-Party License Agreements” has the meaning set
forth in Section 4.8(b) in this Agreement; 




“Total Stockholders’ Deficit” has the meaning set
forth in Section 12.1(a) in this Agreement; 




“Unaudited Fiscal Year-to-date Statement of
Operations” has the meaning set forth in Section 4.6 in this
Agreement; 




“Yearly Balance Sheets” has the meaning set forth in
Section 4.6 in this Agreement; and




“Yearly Statement of Operations” has the meaning set
forth in Section 4.6 in this Agreement;




NOW, THEREFORE, for good and valuable consideration, the parties
hereto agree as follows:

ARTICLE 2
EQUITY ACQUISITION 

2.1.

Upon the Effective Date, TBR irrevocably conveys, transfers,
assigns, sells and delivers to Buyer and Buyer purchases, acquires and assumes
from TBR, free and clear of all liens, security interests, mortgages,
encumbrances and restrictions, good and valid title to, and all of the rights
and interest of TBR to the P1 Equity (the “P1 Equity Purchase”)
such transfers to be subject to Bankruptcy Code Section 363(f) to the greatest
extent legally permissible.  

ARTICLE 3
CONSIDERATION FOR EQUITY

3.1.

As consideration for the P1 Equity, P1’s assignment of the Debt to
TBR in consideration therefor and Buyer’s agreement to provide additional
capital to P1, Buyer shall, on the Effective Date, take the following steps to
recapitalize P1: (i) deliver the Cash Consideration in immediately available
funds to P1, (ii) modify Golden Gate’s prepayment obligation set forth in
Section 3 of that certain Promissory Note dated December 28, 2007 in favor of
the Buyer to be, from and for at least three months after the Effective Date,
Five Hundred Thousand Dollars 





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($500,000) per month (instead of Two Hundred and Fifty Thousand
Dollars ($250,000) per month) or another commitment equivalent in amount and
duration and convey to P1 Five Hundred Thousand Dollars ($500,000) on each of
the monthly anniversaries of the Effective Date for three months following the
Effective Date, (iii) covenant and agree to provide such additional capital to
P1 as may be necessary to allow P1 to continue to operate its business in the
ordinary course and satisfy its existing and reasonably foreseeable debts as
they come due; (iv) guaranty P1 debts and obligations identified in Exhibit
B attached hereto and (v) perform the other covenants and agreements
contained herein (including without limitation those set forth in Article
13 hereof).  TBR and P1 acknowledge that Buyer’s covenants and
agreement herein are adequate consideration for the conveyance to Buyer of the
P1 Equity.  

3.2.

If P1 receives any payment of interest, principal, fees or any
other amounts owing under or otherwise payable with respect to the Debt after
the Effective Date, P1 shall retain all such amounts (collectively “Post
Effective Date Payments”) and P1 shall from time-to-time issue credits
to TBR in the amount of the accrued Post-Effective Date Payments (as reduced by
any amounts previously used pursuant to this subsection) for use in offsetting
amounts payable by TBR to P1 for Post-Petition Transactions.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES
OF
P1

P1 represents and warrants to Buyer that except as disclosed in
the P1 Disclosure Schedule (the “P1 Disclosure Schedule”), each of
the representations and warranties contained in this Article 4 are true
and correct as of the date hereof and will be true and correct as of the
Effective Date, other than those representations and warranties that are made
only as of the Effective Date which shall only be true and correct as of the
Effective Date.  The P1 Disclosure Schedule shall be arranged to correspond
to the numbered and lettered Sections and Subsections contained in this
Article 4 of this Agreement.

4.1.

Legal and Beneficial Owner.  As of the date
hereof and the Effective Date, P1 is the legal and beneficial owner of the Debt,
free and clear of any lien or encumbrance.

4.2.

Organization, Authorization, Validity and
Enforceability. 

(a)

P1 is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.  P1 has full power
and authority and has taken all action necessary, to execute and deliver this
Agreement and any and all other documents or agreements required or permitted in
connection with this Agreement (such other agreements, the “Ancillary
Agreements”) to be executed or delivered by P1 by it and to fulfill its
obligations under, and to consummate the transactions contemplated by, this
Agreement and such other documents, and no governmental authorizations or other
authorizations are required in connection therewith.

(b)

The authorized equity securities of P1 consist of 25,000,000
shares of common stock, par value $0.001, of which 3,583,100 shares are issued
and outstanding as of the Effective Date and are owned by the Persons listed in
Section 4.2(b) of the P1 Disclosure 





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Schedule, and of which 2,100,000 are authorized under the 2000
Stock Incentive Plan and of which 2,300,000 shares are authorized for issuance
under P1’s 2007 Equity Incentive Plan.  P1’s management and employees and
certain third parties hold unexercised options to purchase an aggregate of
2,163,500 shares of P1 common stock (the “Employee Options”),
which if exercised, would result in such Persons holding collectively 37.65% of
P1’s common equity on a fully diluted basis (i.e., all P1 common shares issuable
upon exercise of outstanding Employee Options combined with all P1 common shares
already issued and outstanding).  Except for the Employee Options, and
except as set forth on Section 4.2(b) of the P1 Disclosure Schedule and
as provided in this Agreement with respect to the Buyer’s purchase of
outstanding P1 Equity, there are (i) no outstanding equity securities of P1 or
outstanding options, warrants, debentures, notes or securities or instruments
convertible into or exercisable for equity securities of P1, and (ii) no
agreements or understandings with respect to which any party has any rights with
respect to ownership of equity securities of P1, or to be issued or to acquire
equity securities of P1.  The equity securities of P1 set forth on
Section 4.2(b) of the P1 Disclosure Schedule have been validly issued,
free and clear of any preemptive or similar subscription right.  The
Employee Options have been duly authorized and issued from the P1 2000 Stock
Incentive Plan or the P1 2007 Equity Incentive Plan, as the case may be.
 The Replaced Options were cancelled, and the cancellation of the Replaced
Options is binding on P1 and each optionee who originally held Replaced
Options.

(c)

This Agreement does, and the Ancillary Agreements to be executed
or delivered by P1 upon their execution and delivery will, constitute the legal,
valid and binding obligations of P1.

4.3.

Financial Condition of TBR.  P1 makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of TBR or the performance by TBR of its obligations under
the Debt, and P1 makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Debt or the execution, legality, validity,
enforceability, genuineness, or sufficiency of the Debt.

4.4.

Property and Title.

(a)

Section 4.4(a)(i) of the P1 Disclosure Schedule contains a
complete and accurate list of all real property, leaseholds or other interests
owned by P1.  Section 4.4(a)(ii) of the P1 Disclosure Schedule sets
forth a complete list of all real property, interests in real property and
personal property leased by P1 on the Effective Date (individually, the
“Property”), copies of which, including any amendments,
supplements or other agreements pertaining thereto have been previously
delivered to Buyer.  

(b)

Except as disclosed in Section 4.4(b) of the P1 Disclosure
Schedule, P1 owns outright and has good and marketable title to the Property
free and clear of all encumbrances and the execution of this Agreement and the
consummation of the P1 Equity Purchase shall vest good and marketable title to
the Property, free and clear of all encumbrances except encumbrances to be
discharged at the Effective Date.  The Property constitutes all of the
assets necessary to conduct the P1 Business on the Effective Date, except for
the assets provided by TBR pursuant to the Shared and Support Services
Agreement, and is in good condition, ordinary wear and tear excepted.  No
employee, agent or affiliate of TBR or any other Person 





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owns or has any interest, directly or indirectly, in any part of
the Property.  Except for consents which have been obtained prior to the
Effective Date, P1 does not require the consent of any other Person to transfer,
assign or convey the Property and P1 is not required to seek the consent of, or
make any third-party payments to any other Person with respect to the use of the
Property.  None of the Property violates, dilutes or infringes any
proprietary right of any other Person.    

4.5.

Environmental Matters. 

Except as disclosed in Section 4.5 of the P1 Disclosure
Schedule:

(a)

P1 is and always has been in compliance with all permits,
licenses, registrations and other governmental authorizations required under any
applicable foreign, provincial, federal, state or local governmental laws
(including common laws), statutes, ordinances, codes, regulations, rules,
policies, permits, licenses, certificates, approvals, judgments, decrees,
orders, directives, or requirements that pertain to the protection of the
environment, protection of public health and safety, or that pertain to the
handling, use, manufacturing, processing, storage, treatment, transportation,
discharge, release, emission, disposal, re-use, recycling, or other contact or
involvement with hazardous materials, including, without limitation, the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
42 U.S.C. Section 9601, et seq., as amended and the federal Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as
amended (“Environmental Law”) to conduct the P1 Business
(“Environmental Permits”) (except for such failures as have been
noticed to the relevant governmental authority (if notice is required by
Environmental Law) and remedied as indicated by a written letter of confirmation
from such governmental authority (if such notice was given from such
governmental authority) or remedied to the satisfaction of a reasonable and
prudent person if such notice was not given) and P1 is and always has been
otherwise in compliance with all Environmental Laws.

(b)

No employee of P1 or other Person has notified P1 that P1 is
liable for alleged injury or illness resulting from an alleged exposure to a
hazardous material and there is no basis for such a claim.  No civil,
criminal or administrative action, proceeding or investigation is pending
against P1 or threatened against P1, with respect to hazardous materials or
Environmental Laws; and there are no facts or circumstances that would
reasonably be expected to form the basis for assertion of a claim against P1 or
that would reasonably be expected to form the basis for liability of P1,
regarding hazardous materials or regarding
actual or potential noncompliance with Environmental Laws.

(c)

P1 has not entered into or agreed to any material consent decree,
order or agreement under any Environmental Law, which consent, decree, order or
agreement remains in effect and P1 is not subject to any currently effective
judgment, decree or order relating to compliance with any Environmental Law or
to investigation, cleanup, remediation or removal of hazardous materials under
any Environmental Law.

(d)

P1 has all the material Environmental Permits necessary for the
conduct and operation of the P1 Business as now being conducted and all such
Environmental Permits are valid and in good standing.





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(e)

There are no above-ground or underground storage tanks or known or
suspected asbestos-containing materials on, under or about the Property, nor
were there any underground storage tanks on, under or about any such Property in
the past.

(f)

There is not now and during the leasehold term of P1, as
applicable, any hazardous materials used, generated, treated, stored,
transported, disposed of, released, handled or otherwise existing on or
emanating from any Property.

(g)

There is no site to which P1 has transported or arranged for the
transport of hazardous materials which is the subject of any claim under the
Environmental Laws.

4.6.

Financial Statements; Books of Account; Internal
Controls.  P1 has delivered to Buyer the unaudited balance sheet of
P1 as of March 31, 2008 (the “Balance Sheet Date”).  The
unaudited balance sheet of P1 as at the Balance Sheet Date is referred to in
this Agreement as the “Balance Sheet” and is disclosed in
Section 4.6 of the P1 Disclosure Schedule.  P1 has also delivered
its statement of operations to Buyer for the nine months ended March 31,
2008, as well as its statement of cash flows for such period (the
“Unaudited Fiscal Year-to-date Statement of Operations” and is
disclosed in Section 4.6 of the P1 Disclosure Schedule).  P1 has
also delivered to Buyer its audited balance sheets as of June 30, 2007 and
June 30, 2006 (the “Yearly Balance Sheets” and is disclosed in
Section 4.6 of the P1 Disclosure Schedule) and its statement of
operations and statement of cash flows for the years ended June 30, 2007
and June 30, 2006 (the “Yearly Statement of Operations” and
is disclosed in Section 4.6 of the P1 Disclosure Schedule).  All of
the Balance Sheet, the Unaudited Fiscal Year-to-date Statement of Operations,
the Yearly Balance Sheets and Yearly Statement of Operations, were prepared in
accordance with Generally Accepted Accounting Principles in the United States of
America and present fairly and fully the Company’s financial condition and
results of operations as at, and for, the dates and periods indicated. The
accounts payable of P1 set forth in the P1 Disclosure Schedule are the result of
bona fide transactions in the ordinary course of business, except as indicated
in such P1 Disclosure Schedule.
 Except as disclosed in Section 4.6 of the P1 Disclosure
Schedule, P1 does not have any liabilities
other than those that are set forth in the Balance Sheet, which, individually or
in the aggregate, is material to the business, operations, condition or
prospects of P1.  On March 14, 2007,
P1 received its independent service auditor’s “Report on Controls Placed in
Operations and Tests of Operating Effectiveness” in accordance with the
Statement of Auditing Standards No. 70 for the period from June 1, 2006 through
November 30, 2006 (the “SAS 70 Report” and the SAS 70 Report is
disclosed in Section 4.6 of the P1 Disclosure Schedule).  Since that
period, no further SAS 70 reviews or reports have been completed by P1’s
independent service auditor.  However, P1 management has reviewed the SAS
70 Report and has compared the relevant aspects of P1’s controls that had been
placed in operation as of November 30, 2006 to the controls in operation as of
March 31, 2008 and have determined there are no material differences or
weaknesses in such controls.

4.7.

Contracts.  P1 has permitted Buyer to see and
has placed under Sections 2, 3, 12 and 14 of the
data room, true and complete copies of all material Contracts legally binding on
P1 (the “P1 Contracts”), which P1 Contracts are set forth on
Section 4.7 of the P1 Disclosure Schedule.  Except as disclosed in
Section 4.7 of the P1 Disclosure Schedule, the P1 Contracts are valid and
effective in accordance with their terms and to the knowledge of P1, P1 is not
in breach of any of the material terms thereof.  Except as disclosed in
Section 4.7 of the P1 





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Disclosure Schedule, the continuation, validity and effectiveness
of the P1 Contracts shall not be affected by the P1 Equity Purchase and the P1
Equity Purchase shall not result in a breach of or default under, or require the
consent of any other party to, any P1 Contract.  Except as disclosed in
Section 4.7 of the P1 Disclosure Schedule, there is no actual or to the
knowledge of P1, threatened termination, cancellation or limitation of any P1
Contract. To the knowledge of P1, no customer of P1 has indicated any intention
to curtail the level of business done with P1 during the period commencing
January 1, 2008 through the date of this agreement.  

4.8.

Intellectual Property.  

(a)

“P1 IP” means intellectual property owned or used in
the P1 Business and any agreements material to the P1 Business relating to
technology or intellectual property, as well as all associated goodwill and all
rights against infringement thereof.  As used herein “Intellectual
Property” means all patents (issued or applications), trademarks
(registered or unregistered), trade names (registered or unregistered), service
marks (registered or unregistered), copyrights (registered or unregistered) and
copyrightable works and registrations and applications for registration thereof,
domain names, trade secrets, licenses or licensing rights and all other
confidential information related to the P1 Business, held in the United States
or elsewhere. 

(b)

P1 owns or possesses sufficient legal rights to use, reproduce,
distribute, modify, make derivative works of and publicly display and perform
all P1 IP, without any infringement of the rights of others. Except for licenses
acquired in connection with the acquisition of “off-the-shelf” computer software
(for which P1 has a valid license) and any other P1 IP used under third-party
license agreements disclosed in Section 4.8(b)(i) of the P1 Disclosure
Schedule (“Third-Party License Agreements”), P1 owns all P1 IP.
 P1 has not violated, diluted or infringed nor is violating, diluting or
infringing, any Intellectual Property of any Person.  To the knowledge of
P1, no Person has violated, diluted or infringed or is violating, diluting or
infringing any P1 IP.  Except as disclosed in Section 4.8(b)(ii) of
the P1 Disclosure Schedule, all Intellectual Property or any interest therein
made or developed by any employee, independent contractor or consultant of P1,
either alone or in conjunction with others, at any time or at any place during
such employee’s, independent contractor’s or consultant’s retention by P1,
whether or not reduced to writing or practice during such period of retention,
which relate to the P1 IP, has been irrevocably assigned or otherwise
transferred to P1.  To the knowledge of P1, P1 is not in breach of any of
the material terms of the Third Party License Agreements.  Any employee or
consultant involved in developing P1 IP has validly assigned all rights in such
IP to P1 through work for hire agreements or similar instruments or agreements
and has signed confidentiality agreements in the form set forth in section 12.6
of the data room.

4.9.

Regulatory and Legal Compliance.  Except as
disclosed in Section 4.9(a) of the P1 Disclosure Schedule and except with
respect to Taxes as to which representations and warranties are being made in
Section 4.13, P1 is in material compliance in all respects with all
applicable foreign, federal, state and local statutes, laws, ordinances,
judgments, decrees, orders, governmental and nongovernmental rules, regulations,
policies and guidelines (“Laws”).  Except as disclosed in
Section 4.9(b) of the P1 Disclosure Schedule, P1 has not received any
notice (including surveys) from any governmental or regulatory authority or
otherwise of any alleged violation or noncompliance.  In the event that any
such action shall have been taken or recommended before the Effective Date, P1
agrees to provide written notice 





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to Buyer of the same and to diligently and in good faith take
prompt corrective or remedial action to cure the same.

4.10.

Required Consents.  Besides the Approval Order,
no consent, notice, order, authorization, approval, declaration or filing,
including, without limitation, any consent, notice, approval or authorization of
or declaration or filing with any governmental or nongovernmental authority is
or was required on the part P1 for or in connection with the execution, delivery
or performance of this Agreement or the consummation of the P1 Equity Purchase.
 Except as disclosed in Section 4.10 of the P1 Disclosure Schedule,
the execution, delivery and performance of this Agreement and the Ancillary
Agreements to be executed or delivered by P1 does not and shall not result in
any violation of, conflict with or default under, any law, statute, regulation,
ordinance, contract, permit, agreement, instrument, judgment, decree or order to
which P1 is a party or by which P1 is bound.

4.11.

License and Permits.  Section
4.11 of the P1 Disclosure Schedule sets forth all licenses, permits,
authorizations and certifications of governmental, non-governmental and other
standard-setting or regulatory authorities held by P1 which are required for the
operation of the P1 Business, or any division thereof (collectively, the
“Permits”).  P1 is in compliance with the Permits, all of
which are in full force and effect.  There are no other governmental or
nongovernmental licenses, permits, authorizations or certifications which are
required to operate the P1 Business, or any division thereof, which any such
party has not obtained and which are necessary for the conduct of the P1
Business.  P1 does not know of any threatened suspension, cancellation or
invalidation of any such license, permit, authorization or certification.
 The consummation of the transactions contemplated hereby will not affect
the validity or effectiveness of any Permit, except as would not have a material
adverse effect on P1.

4.12.

Litigation.  Except as disclosed in Section
4.12 of the P1 Disclosure Schedule, there is no action, suit, proceeding or
investigation before any court, arbitrator or governmental authority, pending
or, to the knowledge of P1, threatened against P1, in relation to the affairs of
the P1 Business and there is no basis known to P1 for any such action, suit,
proceeding or investigation.  P1 does not have any plans to initiate any
action, suit or proceeding before any court, arbitrator or governmental
authority in relation to the P1 Business.  

4.13.

Tax Matters.

(a)

Definitions.  For purposes of this Agreement, the
following definitions shall apply:

(i)

“Tax” or “Taxes” shall mean (1) taxes
of any kind whatsoever, whether foreign, federal, state or local and including
income, gross receipts, ad valorem, value added, excise, real or personal
property, asset, sales, use, license, payroll, transaction, capital, net worth
and franchise taxes, estimated taxes, withholding, employment, social security,
workers compensation, utility, severance, unemployment compensation, occupation,
transfer, goods and services tax and gains taxes or other governmental taxes,
stamp duties, customs duties and similar charges imposed by or payable to any
governmental authority and including any interest or penalties imposed with
respect thereto and (2) any liability of P1 for the payment of amounts with
respect to any Tax described in clause (1) whether imposed by law, contractual
agreement or 





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otherwise, including liabilities imposed as a result of being a
member of an affiliated, consolidated, combined or unitary group, a transferee
of or successor to any Person, or a party to any tax sharing arrangement or tax
indemnity arrangement.

(ii)

“Tax Returns” shall mean all reports, estimates,
declarations of estimated tax, information statements and returns relating to,
or required to be filed in connection with, any Taxes and any schedules attached
to or amendments of (including refund claims with respect to) any of the
foregoing, including (where permitted or required) consolidated, combined or
unitary returns for any group of entities.

(b)

Tax Returns Filed and Taxes Paid.  Except as
disclosed in Section 4.13(b) of the P1 Disclosure Schedule, (i) all Tax
Returns required to be filed by or on behalf of P1 have been timely filed; all
Taxes due and payable by or with respect to P1 with respect to any period
covered by such Tax Returns have been paid; and such Tax Returns are true,
complete and correct; (ii) P1 has not extended any applicable statute of
limitations regarding Taxes for which the statute of limitations for assessment
of Tax remains open; and (iii) P1 is a “United States person” as such term is
used in Code Section 1445.

(c)

All Taxes that P1 was required by law to withhold or collect have
been duly withheld or collected and to the extent required have been properly
paid to the appropriate governmental authority.

(d)

No examination or audit of any Tax Return of or with respect to P1
by any governmental authority is currently in progress, threatened or
contemplated.  P1 has not been informed by any jurisdiction that the
jurisdiction believes that P1 was required to file any Tax Return that was not
filed. 

(e)

None of the assets of P1: (i) is property that is required to be
treated as being owned by any other person pursuant to the provisions of former
Section 168(f)(8) of the Internal Revenue Code of 1954; or (ii) is “tax-exempt
use property” within the meaning of Section 168(h) of the Code.

(f)

Section 4.13(f) of the P1 Disclosure Schedule sets forth
each jurisdiction (other than United States federal) in which P1 files, is
required to file or has been required to file a Tax Return or is or has been
liable for any Taxes on a “nexus” basis.

(g)

There are no liens or other encumbrances with respect to Taxes
upon any of the assets or properties of P1, other than with respect to Taxes not
yet due and payable.

4.14.

Employment and Labor Matters.

(a)

P1’s employees are listed in Section 4.14(a) of the P1
Disclosure Schedule (the “Business Employees”).   Other
than the Business Employees, there are no other employees of P1.  

(b)

With respect to the Business Employees, P1 is in full compliance
with all applicable federal, state and local laws respecting employment, hiring
of employees and employment practices, terms and conditions of employment,
including, but not limited to, the payment and calculation of wages, hours,
equal opportunity, anti-discrimination, anti-





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harassment, anti-retaliation, collective bargaining, disability
rights or benefits, leave laws, labor relations and immigration and
naturalization. Without limiting the generality of the foregoing and except as
disclosed in Section 4.14(b) of the P1 Disclosure Schedule there are no
claims threatened or pending against P1, asserting any violation of
Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act of 1967, the Equal Pay Act, the Americans with Disabilities Act,
the Family and Medical Leave Act, the Fair Labor Standards Act, ERISA or any
other similar federal, state or local employment law, statute or ordinance.

(c)

Except as disclosed in Section 4.14(c) of the P1 Disclosure
Schedule, with respect to the P1 Business:

(i)

there are no charges, governmental audits, investigations,
administrative proceedings, claims in arbitration, or complaints concerning the
employment practices of P1 pending or threatened against P1 before any federal,
state or local agency or court, or arbitral forum concerning any claim that P1
have violated any employment contract or Law relating to employment, equal
opportunity, discrimination, retaliation, harassment, immigration, wages, hours,
benefits, collective bargaining, the payment of social security and similar
taxes, trade secret misappropriation, occupational safety and health and/or
privacy rights of employees and no basis for any such matter exists;

(ii)

there are no inquiries, investigations or monitoring of activities
pending or, to the knowledge of P1, threatened by any state professional board
or agency charged with regulating professional activities of any licensed,
registered or certified professional personnel employed by, credentialed or
privileged by, otherwise affiliated with P1 and who provides services to the P1
Business; 

(iii)

P1 is not a party to any union or collective bargaining agreement,
no union attempts to organize its employees have been made, nor any such
attempts now threatened;

(iv)

P1 has not experienced any organized slowdown work interruption,
strike or work stoppage by any of its employees; 

(v)

P1 shall not incur any liability to any Business Employee or
violate any applicable laws respecting employment and employment practices as a
result of the Transaction;

(vi)

P1 is not a party to any contract, agreement, or arrangement with
any employee of Buyer that (A) restricts P1’s right to terminate the employment
with respect to any Business Employee without cause or without a specified
notice period, or (B) obligates P1 to pay severance to any employee of P1 upon
termination of such employee’s employment with P1 or upon a change in control of
P1;

(vii)

P1 has completed Form I-9s that are on file with respect to each
of its Business Employees;

(viii)

Since January 1, 2007, with respect to each Business Employee, P1:
(A) has withheld and reported all material amounts required by Law or by
agreement 





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to be withheld and reported with respect to wages, salaries and
other payments; (B) has no outstanding liability or any potential material
liability, for any arrears of wages, severance pay or any penalty relating
thereto for failure to comply with any of the foregoing; (C) has no outstanding
liability or any potential material liability, for any payment to any trust or
other fund governed by or maintained by or on behalf of any government entity,
with respect to unemployment compensation benefits, social security or other
benefits or obligations for employees (other than routine payments to be made in
the ordinary course of business and consistent with past practice); and (D) has
no outstanding liability or any potential material liability, with respect to
any misclassification of any person as an independent contractor rather than as
an employee, or with respect to any employee leased from another employer, or an
employee exempt from state or federal overtime Laws; and

(ix)

No Business Employee is a party to, or is otherwise bound by, any
agreement or arrangement, including any confidentiality, non-competition or
proprietary rights agreement, between such employee and any other Person that in
any way materially and adversely affects the performance of his or her duties as
an employee of P1.     

4.15.

Insurance.  Section 4.15 of the
P1 Disclosure Schedule contains a list of all insurance policies (specifying the
location, insured, insurer, amount of coverage, type of insurance and policy
number) maintained by P1, including, but not limited to, professional liability,
officers’ liability, directors’ liability, workers’ compensation and keyman life
insurance.  All such policies are in full force and effect, all premiums
with respect thereto covering all periods up to and including the Effective Date
have been paid and no notice of cancellation or termination has been received
with respect to any such policy.  P1 has at all times during the last three
years of operation of the P1 Business had insurance policies in full force and
effect with reputable insurers, providing for coverages which are reasonable for
the P1 Business as to both amount and scope.  Such policies (i) shall
remain in full force and effect through the Effective Date without the payment
of additional premiums and (ii) shall not in any way be breached or
violated by reason of the P1 Equity Purchase.

4.16.

Accounts Receivable.  Section 4.16 of
the P1 Disclosure Schedule lists by Local Exchange Carrier, the amount of P1’s
accounts receivable arising out of the P1 Business as of March 31, 2008, net of
specified discounts, allowances and rebates. All invoices have been prepared on
the basis of available information but are subject to review and correction in
accordance with past practices.  All such accounts are bona fide, arose in
the ordinary course of business, and to the best knowledge of P1, the accounts
receivable of P1 are collectible, and there is no contest, claim, or right of
set off, under any contract with any obligor of an accounts receivable relating
to the amount or validity of such accounts receivable.

4.17.

Business Forms, Procedures and Practices.  P1’s
forms, procedures and practices relating to the P1 Business are in material
compliance with all applicable Laws, which forms, procedures and practices
include P1’s written and verbal contracts.  All of P1’s brochures, ads and
other materials describing the P1 Business, including current price schedules,
are true and accurate.  





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4.18.

Brokers.  Except as disclosed in Section
4.18 of the P1 Disclosure Schedule, no broker, finder or other intermediary
is entitled to any fee, commission or other payment or consideration of any kind
in connection with the transactions contemplated by this Agreement as a result
of any actions or agreement or commitment entered into by or on behalf of
P1.

4.19.

Books and Records.  The minute books of P1
accurately reflect all material actions and proceedings taken to date by the
shareholders, board of directors and committees of P1 and such minute books
contain true and complete copies of the charter documents of P1 and all related
amendments.  The stock record books of P1 reflect accurately all
transactions.  

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
 

Buyer
hereby represents and warrants to P1 and TBR as follows:

5.1.

Legal Existence and Organization.  Buyer is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its formation and has all requisite power and authority
to own its properties and to carry on its business as such business is now
conducted and presently proposed by it to be conducted.

5.2.

Authorization Validity and Enforceability.


(a)

Buyer has full power and authority, and has taken all action
necessary, to execute and deliver this Agreement and the Ancillary Agreements to
be executed or delivered by Buyer and to fulfill its obligations under, and to
consummate the transactions contemplated by, this Agreement and the Ancillary
Agreements to be executed or delivered by Buyer, and no governmental
authorizations or other authorizations are required in connection therewith.

(b)

The execution, delivery and performance of this Agreement by Buyer
and the consummation of the P1 Equity Purchase by it does not and shall not
(i) contravene or constitute a default under any provision of (A) any
of Buyer’s organizational documents or (B) any contract, agreement or other
instrument to which Buyer is a party or by which Buyer is bound, or
(ii) contravene any applicable law, regulation, rule, judgment, order or
decree binding upon Buyer.

(c)

This Agreement is and each of the Ancillary Agreements to be
executed or delivered by Buyer to effect the P1 Equity Purchase shall be when
executed and delivered by Buyer, its valid and binding obligation, enforceable,
in all material respects, in accordance with their respective terms, except to
the extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws, or by equitable principles relating
to the rights of creditors generally.

5.3.

Access to Funds.  Buyer has or will have, as of
the Effective Date, access to available cash funds necessary to timely pay the
Cash Consideration.





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5.4.

Buyer’s Credit Analysis.  Buyer has
independently and without reliance upon P1 and based on such documents and
information as Buyer has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 

ARTICLE 6
[RESERVED]

ARTICLE 7
COVENANTS REGARDING CONVEYANCE OF THE
DEBT

7.1.

Subject always to Article 12 hereof, upon the Effective
Date, and immediately following the closing of the P1 Equity Purchase,
(a) P1 shall execute the Debt Transfer Documents in the form attached
hereto as Exhibit D pursuant to which the Debt shall be conveyed to TBR
without representation, recourse or warranty, with all rights related to the
Debt being preserved for the benefit of TBR and TBR’s bankruptcy estate,
including any priorities and other rights related to such Debt under the
Security Documents, all of which shall be preserved for the benefit of TBR’s
estate pursuant to this Agreement, the Debt Transfer Document and Bankruptcy
Code Section 551.  Notwithstanding the foregoing, P1 shall retain all
rights related to the Post-Petition Transactions and TBR shall execute the
Debt Transfer Document.  

ARTICLE 8
CLOSING  

8.1.

The consummation of the assignment of the Debt to TBR and purchase
of the P1 Equity by Buyer shall take place at the offices of O’Melveny &
Myers LLP, 400 South Hope Street, Los Angeles, CA 90071-2899 on the Effective
Date.  

ARTICLE 9
CONDITIONS TO THE EFFECTIVE
DATE

9.1.

The respective obligation of each Party hereto to effect the
transactions contemplated by this Agreement is subject to the satisfaction or
waiver of the following conditions:

(a)

P1 shall deliver or cause to be delivered to Buyer: 

(i)

certified copies of resolutions duly adopted by the Board of
Directors of P1, approving the execution and delivery of this Agreement; 

(ii)

the P1 Disclosure Schedule as contemplated by Article 4 of
this Agreement;





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(iii)

a resignation letter from Joseph Lynam as a director, officer and
employee of P1; 

(iv)

a copy of the Shared and Support Services Agreement in the form
attached hereto as Exhibit A, executed by TBR and P1

(v)

agreements assigning and conveying to Buyer all of the outstanding
equity interests in P1 not owned by TBR;

(vi)

(a) reasonable information about the investor suitability of all
holders of outstanding options and other equity interests in P1 equity
interests, (b) reasonably acceptable consents by all holders of outstanding
options and other equity interests in P1 equity interests, with such consents
containing the agreement of each such holder (i) cancelling all such options and
conveying such other equity interests to Buyer on the terms set forth in
Exhibit C attached hereto (the “Plan”) and (ii) consenting
to the terms of the option agreements provided under the Plan, and (c) P1 board
approval of the formula used to determine the ratio of P1 options to be canceled
in exchange for options in Buyer to be issued as consistent with the terms of
the P1 2000 Stock Incentive Plan and the P1 2007 Equity Incentive Plan,
respectively;

(vii)

evidence reasonably satisfactory to Buyer, as determined by the
Reviewed Financial Statements and the audited Yearly Balance Sheets and Yearly
Statement of Operations, that each of the Balance Sheet, the Unaudited Fiscal
Year to Date Statement of Operations, the Yearly Balance Sheets and Yearly
Statement of Operations was prepared in accordance with Generally Accepted
Accounting Principles in the United States of America, and fairly and accurately
present in all material respects the Company’s financial condition and results
of operations as of the respective dates thereof and for the periods referred to
therein (provided that any unfavorable change resulting from a review of the
Balance Sheet or Unaudited Fiscal Year to Date Statement of Operations will not
be material if less than $250,000);

(viii)

the unaudited statement of operations of P1 from April 1, 2008
through the last day of the calendar month immediately preceding the Effective
Date (unless the Effective Date is 15 days or less after the end of the month,
in which case, it shall be through the last day of the prior calendar month)
(the “Latest Date”) and unaudited balance sheet of P1 as of the
Latest Date;

(ix)

evidence of consent by SFF Realty Fund, L.P. of a change of
control under that certain Office Lease dated December 19, 2007 by and among SFF
Realty Fund, L.P, P1 and ICS;  

(x)

evidence of consent by America Online, Inc. of a change of control
under the contract for the Billing Services Agreement dated June 3, 2005 by and
between P1 and America Online, Inc., on terms reasonably acceptable to the
Buyer; 

(xi)

evidence of consent by The Verizon Telephone Operating Companies
of a change of control required under the contract for the Billing Services
Agreement dated July 1, 2005 by and between P1 and Verizon Services Corporation;






LA3:1144995.18

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(xii)

evidence of consent by ACI Billing Services Inc. of a change of
control required under the contract for the License Agreement dated October 1,
2004 by and between ACI Billing Services, Inc. and P1; 

(xiii)

evidence of notification by P1 to eWingz Systems Inc. d/b/a/ Quios
of a change of control as required under that certain Master Services and
License Agreement dated June 11, 2007 by and between eWingz Systems Inc. d/b/a/
Quios and P1; and

(xiv)

bring down certificate executed by Joseph Lynam in his capacity as
Chief Executive Officer and Evan Meyer in his capacity as Chief Financial
Officer on behalf of P1 certifying that  the representations and warranties
set out in Article 4 of this Agreement continue to be accurate as of the
Effective Date.

(b)

Buyer shall deliver or cause to be delivered to P1:

(i)

the Cash Consideration;

(ii)

evidence that Buyer’s arrangements with Golden Gate, as set forth
in Buyer’s Form 8-K filed on January 3, 2008, are in full force and effect, with
the modification that Golden Gate’s prepayment obligation set forth in Section 3
of that certain Promissory Note dated December 28, 2007 in favor of the Buyer
will be, from and for at least three months after the Effective Date, Five
Hundred Thousand Dollars ($500,000) per month (instead of Two Hundred and Fifty
Thousand Dollars ($250,000) per month) or another commitment equivalent in
amount and duration;

(iii)

the Consulting Agreement duly executed by Buyer;

(iv)

agreements duly executed by Buyer in favor of the holders of
outstanding options and holders of P1 equity interests other than TBR, canceling
such options and conveying such interests to Buyer and receiving interests in
Buyer and options in Buyer pursuant to the Plan satisfactory to P1, all on the
terms set forth on Exhibit C hereof; 

(v)

certified copies of resolutions duly adopted by the board of
directors of Buyer, approving the execution and delivery of this Agreement; and


(vi)

a bring down certificate executed by Rob Howe on behalf of Buyer
certifying that  the representations and warranties set out in Article
5 of this Agreement continue to be accurate as of the Effective Date.

(c)

TBR shall deliver or cause to be delivered to Buyer: 

(i)

a certificate or other evidence of the P1 Equity;

(ii)

certified copies of resolutions duly adopted by the board of
directors of TBR, approving the execution and delivery of this Agreement,
consummation of the P1 Equity Purchase and the appointment of the New Directors;






LA3:1144995.18

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(iii)

the TBR Disclosure Schedule as contemplated by Article 11
of this Agreement; 

(iv)

the Approval Order executed by the Bankruptcy Court and entered on
the docket by the Clerk of the Bankruptcy Court, which Approval Order shall be
effective and not subject to any stay of enforcement; 

(v)

an executed copy of the Shared and Support Services Agreement in
the form attached hereto as Exhibit A; and 

(vi)

a bring down certificate executed by Paul Weber on behalf of TBR
certifying that  the representations and warranties set out in Article
11 of this Agreement continue to be accurate as of the Effective Date




(d)

Buyer shall deliver or cause to be delivered to TBR:

(i)

certified copies of resolutions duly adopted by the board of
directors of Buyer, approving the execution and delivery of this Agreement and
the consummation of the P1 Equity Purchase; and

(ii)

an executed copy of the Shared and Support Services Agreement in
the form attached as Exhibit A.

ARTICLE 10
TERMINATION

10.1.

Each Party shall have the right to terminate this Agreement and
all its obligations hereunder (other than those specified in Article 14
of this Agreement) if the Approval Order is not obtained on or before 60 days
from the date hereof, in which
case there shall be no liability to any Party as the result of such termination
except to the extent that the Break Fee is earned.  

10.2.

Except for a termination covered by Section 10.1 hereof,
(i) Buyer shall have the right to terminate this Agreement if any of the
conditions noted in Sections 9.1(a) or (c) to be satisfied by P1
or TBR have not been satisfied or waived on or before 60 days from signing,
provided that such failure was not caused by the Buyer, (ii) P1 shall have
the right to terminate this Agreement if any of the conditions noted in
Section 9.1(b) to be satisfied by Buyer have not been satisfied on or
before 60 days from the date hereof, provided that such failure was not
caused by P1 or TBR and (ii) TBR shall have the right to terminate this
Agreement if any of the conditions noted in Section 9.1(d) to be
satisfied by Buyer have not been satisfied on or before 60 days from the date
hereof, provided that such failure was not caused by P1 or TBR.  In
case of a termination under this Section 10.2, the Parties reserve all
rights, remedies and defenses with respect to any breach of this Agreement by
any of the other Parties hereto, provided that no Party shall have any liability
if this Agreement is terminated as a result of the failure of the Approval Order
to be entered within 60 days.  





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ARTICLE 11
REPRESENTATIONS AND WARRANTIES OF

TBR REGARDING THE P1 EQUITY

As a material inducement to Buyer to enter into this Agreement,
TBR represents and warrants to Buyer that except as disclosed in the TBR
Disclosure Schedule (the “TBR Disclosure Schedule”), each of the
representations and warranties contained in this Article 11 are true
and correct as of the date hereof and as of the Effective Date.  The TBR
Disclosure Schedule shall be arranged to correspond to the numbered and lettered
Sections and Subsections contained in this Article 11 of this
Agreement.

11.1.

Ownership of P1 Equity and Capitalization.  TBR
is the sole legal and beneficial owner of the P1 Equity which may be conveyed
pursuant to the Approval Order, free and clear of any adverse claim, lien,
encumbrance or right of any third party.  

11.2.

Organization, Power and Standing.  TBR is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of California.  

11.3.

Authorization; Validity and Enforceability.
 Subject to the approval of the Bankruptcy Court through the Approval
Order, the execution, delivery and performance of this Agreement and the
Ancillary Agreements to which TBR is a party by TBR is within its powers, has
been duly authorized by all necessary corporate action and does not contravene,
violate or constitute a default under any provision of (i) TBR’s organizational
documents or (ii) any contract, agreement or other instrument to which TBR is a
party or by which TBR is bound.  Subject to the approval of the Bankruptcy
Court through the Approval Order, this Agreement is and each of the Ancillary
Agreements to be executed or delivered by TBR shall be the valid and binding
obligations of TBR, enforceable against TBR in accordance with their respective
terms.

11.4.

Subsidiaries and Investments.  TBR has not
owned nor does TBR currently own, directly or indirectly, of record,
beneficially or equitably, any capital stock or other equity, ownership or
proprietary interest in any entity or any natural person or corporation, limited
liability company, partnership, trust or other entity (each, a
“Person”), which has an ownership interest in the P1 Equity.


ARTICLE 12
INDEMNIFICATION

12.1.

TBR Indemnity.  

(a)

Changes to the Total Stockholders’ Deficit as of March 31,
2008:

(i)

The total stockholders’ deficit as set out in the Balance Sheet as
of the Balance Sheet Date is Seventeen Million, Four Hundred and Fifty Thousand,
Five Hundred and Fifty Eight Dollars ($17,450,558) (the “Total
Stockholders’ Deficit”).  Following signing of this Agreement but
prior to closing of the P1 Equity Purchase, P1 will provide Buyer a reviewed
Balance Sheet and reviewed Unaudited Fiscal Year-to-date Statement of Operations
(“Reviewed Financial Statements”) as of March 31, 2008 and the
nine months then ended.  The review of the Reviewed Financial Statements by
Buyer is to be performed in accordance with accounting industry standards by an
independent accounting firm selected by P1.  If the reviewed Total
Stockholders’ Deficit amount changes by greater than Two Hundred and Fifty
Thousand Dollars ($250,000), Buyer and P1 will receive an adjustment on a dollar
for dollar basis on the Debt assigned to TBR of the amount greater than Two
Hundred and Fifty Thousand Dollars ($250,000) (the “Deficit
Claim”), which will be reserved by P1 from the Debt otherwise assigned
to TBR hereunder.  The adjustment to be made is to the amount of the Debt
P1 is assigning to TBR up to a maximum of Four Million Dollars ($4,000,000) of
retained claim.  If the reviewed Total Stockholders’ Deficit amount changes
by less than or equal to Two Hundred and Fifty Thousand Dollars ($250,000), then
there will be no adjustment to the total assignment of the TBR debt owed to
P1.

(b)

Loss run rate for the period from April 1, 2008 to May 31,
2008:

(i)

Following signing of this Agreement but prior to Effective Date,
P1 will provide an unaudited statement of operations to Buyer for the two month
period ended May 31, 2008.  For the period between March 31, 2008 and the
Effective Date, P1 will be allowed a cumulative “loss before professional fees
and transaction adjustments” target of Two Hundred And Eighty Thousand Dollars
($280,000).  “Loss before professional fees and transaction
adjustments” is defined as financial results that reflect only the
ongoing operating performance of P1 and specifically excludes legal, accounting,
broker fees, purchase accounting or tax adjustments pertaining to the
contemplated transaction with Buyer or the bankruptcy case of TBR.  If
there is any loss before professional fees and transaction adjustments exceeding
the cumulative loss target, Buyer and P1 will receive an adjustment on a dollar
for dollar basis (the “Loss Claim”), which will be reserved from
the Debt otherwise assigned to TBR hereunder. The adjustment to be made is to
the amount of the Debt P1 is assigning to TBR up to a maximum of Four Million
Dollars ($4,000,000) of retained claim.

(c)

“Combined Cap” shall mean amounts separately
received under Sections 12.1(a) and 12.1(b), but not to exceed
$4,000,000 in total.  The adjustment calculations for Sections
12.1(a) and 12.1(b) are mutually exclusive.  P1 shall have an
allowed general unsecured claim in the Bankruptcy Case in the amount of the Debt
reserved under this Article  12 (the “Reserved
Claim”).  Buyer or P1 shall file an amendment to the proof of claim
filed by P1 in the Bankruptcy Case (the “P1 Proof Of Claim”) to
set forth the amount of the Debt reserved under this Article 12 of the
Agreement, which amount will not exceed the Combined Cap.  Such filing
shall be deemed to be timely and shall relate back to the initial date of filing
for the P1 Claim.  The only permissible objection to the amount or
allowance of the Reserved Claim by any party in interest (including TBR and its
estate) will be the accuracy of the calculation of the Reserved Claim under the
terms of this Agreement.      

ARTICLE 13
COVENANTS

13.1.

Confidentiality Covenant of TBR.  Following the
Effective Date and except as otherwise permitted in this Agreement or the Shared
and Support Services Agreement (including all other
agreements referenced therein),  TBR shall not, directly or indirectly,
disclose, divulge or make use of any trade secrets or other proprietary
information of a business, financial, marketing, technical or other nature
pertaining to P1 or Buyer; provided that the foregoing restriction shall
not apply to information which was in the public domain or enters into the
public domain through no fault of TBR.  The foregoing restrictions shall
also not apply to information given to the accountants or lawyers of TBR or to
information disclosed by TBR as may be required by law. 




13.2.

Commercially Reasonable Efforts.

(a)

Upon the terms and subject to the conditions set forth in this
Agreement, TBR shall use commercially reasonable efforts (and Buyer shall
cooperate with TBR) to obtain the entry of the Approval Order.

(b)

Subject to the provisions herein, Buyer, TBR and P1 agree to use
their commercially reasonable efforts to take, or cause to be taken, all actions
and to do, or cause to be done and to assist and cooperate with the others in
doing, all things necessary, proper or advisable to fulfill all conditions
applicable to such party pursuant to this Agreement and to consummate and make
effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement, including but not limited to those services
provided in the Shared and Support Services Agreement.  

(c)

At the request of Buyer, TBR shall cooperate with Buyer in giving
any notices to third-parties and TBR shall use commercially reasonable efforts
to obtain any third-party consents that may be necessary as required in
connection with this Agreement.

13.3.

Assertion of Debt.  As of the Effective Date,
neither P1 nor Buyer shall assert that TBR or its bankruptcy estate owes them
any further payments under the Debt.  

13.4.

Post-Petition Transactions; Assignments.  The Parties agree (1) all billing transactions
submitted by P1 to TBR (or any buyer of its assets, assignee or successor
entity) on or after the Petition Date and (2) all amounts due under the Lease
Agreements and related indemnities, (together with all other post-petition
transactions, the “Post-Petition Transactions”) shall be paid in
full, in cash, in the ordinary course of business.  All payments on account
of Post-Petition Transactions made on account of billing transactions submitted
after the Effective Date through the termination date of the Shared and Support Services Agreement
shall be made in a manner consistent with the terms of the Shared and Support
Services Agreement. Estimated payments on post-petition billing transactions
submitted by P1 to TBR prior to the Effective Date that are unliquidated as of
the Effective Date shall be paid by TBR to P1 within sixty (60) days of such
submittal, with a final settlement payment with respect to such transaction made
by TBR to P1 within ninety-six (96) days of such submittal in the ordinary
course of business.  The Post-Petition Transactions incurred prior to the
Effective Date shall continue to be subject to the terms of the Cash Collateral
Stipulation, the Cash Collateral Orders, the Parties’ pre-petition agreements
and this Agreement; after the Effective Date, such transactions shall be subject
to the terms of this Agreement, the Approval Order, the Lease Agreements and the
Shared and Support Services Agreement.  Any sale or other agreement by TBR
that transfers any rights or obligations related to any Post-Petition
Transactions (including any plan of reorganization) shall comply with the terms
of (i) this Agreement, including without limitation this provision, (ii) the
Lease Agreements and (iii) the Shared and Support Services Agreement.  Any
buyer of a substantial portion of TBR’s businesses other than P1 shall be
responsible for all payments and other performance due under the Post-Petition
Transactions that accrue after the Effective Date (including the Lease
Agreements and the Shared and Support Services Agreement), and TBR shall cause
such buyer to assume such obligations (including duly executing and delivering
to P1 the Shared and Support Services Agreement on the Effective Date).

13.5.

Release of P1.  P1 shall (i) retain all
payments made to it on or before the Effective Date from TBR (including without
limitation all adequate protection payments and other transfers and benefits
received on account of its Debt and any other claims, whether under the Cash
Collateral Orders, the Cash Collateral Stipulation, or otherwise) and (ii) be
released from any and all claims by TBR, its estate and its creditors from any
claims or causes of action related to TBR, its estate, its business or its
Bankruptcy Case, except for the rights set forth or expressly preserved under
this Agreement (including Exhibits hereto) and the Post-Petition Transactions.
 Without limiting the generality of the foregoing, upon the Effective Date,
TBR on behalf of itself and its bankruptcy estate, and their respective
past, present, and future affiliates, successors, predecessors, assignees,
transferees, executors, administrators, trustees, creditors, shareholders,
agents, officers, directors, employees, servants, attorneys, and all persons or
entities that might be able to assert claims on behalf of or through TBR or
the estate (collectively, the “TBR Releasors”) generally release
and forever discharge P1, and P1’s past, present, and future
affiliates, and with respect to any of the foregoing, their successors,
predecessors, assignees, transferees, executors, administrators, trustees,
members, directors, officers, shareholders, partners, principals, agents,
employees, servants, attorneys, representatives, advisors, and consultants
(collectively, the “P1 Releasees”) of and from any and all claims,
demands, damages, obligations, liabilities, losses, costs, expenses, fees, and
causes of action of every nature, character, and description, whether contingent
or fixed, whether matured or unmatured, whether known or unknown, in any
way related to TBR, its bankruptcy estate, its assets, its operations or its
business including without limitation (i) claims alleging substantive
consolidation, preference, fraudulent transfer, fraudulent conveyance, any other
avoidance action under Chapter 5 of the Bankruptcy Code, breach of contract, or
defenses to the payment of debt, (ii) claims based on, arising out of, in
connection with, or resulting from any facts, events, circumstances, acts, or
failures to act, arising out of, related to, or in connection
with collections and billing transactions submitted to TBR, (iii) claims
related to the Pre-Petition Transfers and (iv) any other claims in any way
related to P1.  Each of the TBR Releasors agrees, except as required
by law or court order, that it will not commence, maintain, initiate or
prosecute or cause, encourage, assist, advise or cooperate with any other person
or entity to commence, maintain, initiate or prosecute any action, suit,
proceeding, arbitration or claim before any court or other tribunal (whether
state, federal, arbitral or otherwise) against the P1 Releasees or arising from,
concerned with, or otherwise related to, in whole or in part, any of the claims
released hereunder.  Notwithstanding the foregoing, however, the Parties
(including the TBR Releasors) reserve the rights set forth or preserved under
this Agreement (including Exhibits hereto) and P1 shall not be deemed released
from any obligations of P1 arising under this Agreement (or Exhibits
hereto).

13.6.

Release of TBR.   Upon the Effective Date,
P1 on behalf of itself, and its past, present, and future affiliates,
successors, predecessors, assignees, transferees, executors, administrators,
trustees, creditors, shareholders, agents, officers, directors, employees,
servants, attorneys, and all persons or entities that might be able to assert
claims on behalf of or through TBR or the estate (collectively, the
“P1 Releasors”) generally release and forever discharge TBR,
and TBR’s past, present, and future affiliates, and with respect to any of
the foregoing, their successors, predecessors, assignees, transferees,
executors, administrators, trustees, members, directors, officers, shareholders,
partners, principals, agents, employees, servants, attorneys, representatives,
advisors, and consultants (collectively, the “TBR Releasees”) of
and from any and all claims, demands, damages, obligations, liabilities, losses,
costs, expenses, fees, and causes of action of every nature, character, and
description, whether contingent or fixed, whether matured or unmatured, whether
known or unknown, in any way related to P1, its assets, its operations or
its business including without limitation (i) claims alleging substantive
consolidation, preference, fraudulent transfer, fraudulent conveyance, breach of
contract, or defenses to the payment of debt, (ii) claims based on, arising out
of, in connection with, or resulting from any facts, events, circumstances,
acts, or failures to act, arising out of, related to, or in connection
with collections and billing transactions submitted to TBR, (iii) claims
related to the Pre-Petition Transfers and (iv) all other claims in any way
related to P1.  Each of the P1 Releasors agrees, except as required by
law or court order, that it will not commence, maintain, initiate or prosecute
or cause, encourage, assist, advise or cooperate with any other person or entity
to commence, maintain, initiate or prosecute any action, suit, proceeding,
arbitration or claim before any court or other tribunal (whether state, federal,
arbitral or otherwise) against the TBR Releasees or arising from, concerned
with, or otherwise related to, in whole or in part, any of the claims released
hereunder.  Notwithstanding the foregoing, however, the Parties (including
the P1 Releasors) reserve the rights set forth or preserved under this Agreement
(including Exhibits hereto) and TBR shall not be deemed released from any
obligations of TBR arising under this Agreement (or Exhibits hereto).

13.7.

Section 1542 Waiver. To the extent that the releases
set out in Sections 13.5 and 13.6 of this Agreement (the
“Releases”) are releases to which Section 1542 of the California
Civil Code or similar provisions of other such applicable law apply, it is the
intention of the Parties that the foregoing Releases shall be effective as a bar
to any and all actions, fees, damages, losses, claims, liabilities and demands
of whatsoever character, nature and kind, known or unknown, suspected or
unsuspected specified herein.  In furtherance of this intention, TBR and P1
have been advised of the existence of Section 1542 of the California Civil Code
and TBR and P1 expressly waive any and all rights and benefits conferred upon it
by the provisions of Section 1542 of the California Civil Code or similar
provisions of applicable law which provides that:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
THE DEBTOR.”

Notwithstanding such provision, the Releases shall constitute a
full release in accordance with the terms of Sections 13.5 and
13.6 of this Agreement.  TBR and P1 knowingly and voluntarily waive
the provisions of Section 1542, as well as any other statute, law or rule of
similar effect, and acknowledge and agree that this waiver is an essential and
material term of the Releases and without such waiver, the Releases would not
have been entered into.  TBR and P1 hereby represent that they have been
advised by legal counsel, understand and acknowledge the significance and
consequence of the Releases and of this specific waiver of Section 1542 and
other such laws. 

13.8.

Buyer’s Covenants to P1 and TBR.  Buyer
covenants to P1 and TBR that:

(i)

it will commit to provide P1 with additional capital of Five
Hundred Thousand Dollars ($500,000) per month for three months following the
Effective Date;

(ii)

it will obtain additional capital of Four Million Dollars
($4,000,000), through a line of credit or other equity financing, promptly
following the Effective Date, if and as necessary to further capitalize P1;
 

(iii)

following the Effective Date, it will provide such additional
capital and resources to P1 as may be necessary to allow P1 to continue to
operate its business in the ordinary course and satisfy its existing and
reasonably foreseeable debts as they come due, unless Buyer merges with P1 and
assumes all of its liabilities; 

(iv)

it will not declare a dividend or otherwise transfer assets from
P1 to itself or any other affiliated party on account of the P1 Equity for a
period of two years following the Effective Date, unless Buyer merges with P1
and assumes all of its liabilities; provided, however, that during
such period, P1 may transfer to Buyer P1’s reasonable share of the actual
corporate overhead costs incurred by Buyer related to P1 or the P1 Business;
and

(v)

it will guarantee ordinary course debts and obligations of P1 owed
to parties identified by P1 in Exhibit B of this Agreement (whether now
owing or hereafter arising).

Buyer
agrees that the covenants contained in Section 13.8 are enforceable by P1
and TBR, jointly and severally.  Furthermore, the creditors of P1 shall
additionally be third party beneficiaries of Section 13.8(v), to the
extent that obligations are owed to such parties identified in Exhibit B
of this Agreement.   




13.9.

Delivery of the Approval Order by TBR.  TBR
will provide a form of the Approval Order to Buyer and P1 within five (5) days
of the date hereof.  The motion by TBR to obtain the entry of the Approval
Order and any related bidding procedures shall be reasonably acceptable to Buyer
and P1.

13.10.

Interim Operations Covenant.  After the date of
this Agreement until the Effective Date, P1 shall operate and carry on the
Business only in the ordinary course of business; provided,
however, that this covenant shall not be violated by the continued
participation by P1 in the TBR bankruptcy process and/or the execution and/or
performance by P1 of any other agreements contemplated or otherwise
permitted by this Agreement.  Consistent with and
subject to the foregoing, after the date of this Agreement until the Effective
Date, P1 shall use commercially reasonable efforts consistent with good business
practices to maintain the business organization of P1 intact and to preserve the
goodwill of the suppliers, contractors, licensors, employees, customers,
distributors and others having business relations with P1.

ARTICLE 14
MISCELLANEOUS

14.1.

Notices.  Any notices or other communications
made hereunder shall be made in writing and shall be delivered in person or
mailed by registered or certified mail, return receipt requested, or sent by
nationally recognized overnight delivery service, addressed as follows:




To TBR:

           The
Billing Resource, d/b/a Integretel, Inc.

5883 Rue Ferrari

San Jose, CA 95138




Attention: Ken Dawson




with copies to:

Sheppard, Mullin, Richter & Hampton LLP

Four Embarcadero Center, 17th Floor

San Francisco, CA 94111




Attention: Steven B. Sacks




To P1:

PaymentOne Corporation

5883 Rue Ferrari

San Jose, CA 95138




Attention: Joseph Lynam




with copies to:




O’Melveny & Myers LLP

400 South Hope Street

Los Angeles, California 90071




Attention: John A. Laco, Esq.




To Buyer:

Etelcharge.com

1636 North Hampton Rd. 

Suite 270

DeSoto, Texas, 75115-8621




Attention: Rob Howe




with copies to:




Moses & Singer LLP

The Chrysler Building

405 Lexington Avenue, 12th Floor

New York, NY  10174-1299




Attention: Allan Grauberd, Esq.




Notices shall be deemed served upon receipt or, if delivery is
attempted and either refused by the addressee or is returned as undeliverable,
at the time of such attempted delivery.  Any party may change their address
for notice by giving not less than thirty (30) days prior written notice given
in the manner provided above.

14.2.

Expenses.  Each Party to this Agreement shall
bear its respective costs and expenses in connection with the due diligence and
investigation of the sale and purchase of the Debt and the P1 Equity and the
preparation, execution, delivery and performance of, this Agreement and the
other agreements, instruments and documents contemplated by this Agreement.
 

14.3.

Break Fee.  

(a)

Subject to Section 13.2(b) of this Agreement and the Order
of the Bankruptcy Court dated March 10, 2008 (the “Break Fee
Order”), if, and only if, the sale of the P1 Equity is consummated
through an Alternative Transaction, then TBR shall pay Buyer an amount equal to
One Hundred and Fifty Thousand Dollars ($150,000) (the “Break
Fee”) in cash by wire transfer of immediately available funds to an
account designated by Buyer upon the closing of such Alternative Transaction (or
such lesser amount as is payable pursuant to Section 14.3(b) below).
 

(b)

The Break Fee shall only be payable by TBR if (i) Buyer files a
declaration in the Bankruptcy Court in which a knowledgeable person attests that
Buyer incurred expenses in connection with this transaction that equal or exceed
the amount sought by the Buyer (not to exceed the Break Fee) and no objection is
timely filed or an order is issued approving the payment if an objection is
filed; and (ii) Buyer is not in breach of its obligations under this Agreement
and has satisfied all of the conditions under Section 9.1(b) which were
required to be complied with at the time of the consummation of the Alternative
Transaction, unless its failure to satisfy such condition is caused by P1 or
TBR.  

(c)

TBR represents and warrants that the Break Fee Order addressing
the Break Fee gives TBR the authority to agree to this Section 14.3.
  

14.4.

Survival of Representations and Warranties.  No
claim may be brought in relation to the representations and warranties provided
by P1 and TBR under Article 4 and Article 11 following the
Effective Date, except with respect to actual fraud  and except with
respect to claims under Sections 11.1 and 11.3 and Article
12.

14.5.

Successors and Assigns.  

(a)

Except as provided in this Agreement, all covenants and agreements
set forth in this Agreement by or on behalf of the parties shall bind and inure
to the benefit of the respective successors and permitted assigns of the
parties, whether so expressed or not, including without limitation any
bankruptcy trustee.  The terms of this Agreement and the Approval Order
shall be deemed to be a part of any plan confirmed by TBR.  

(b)

Neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by Buyer or P1 without the prior written
consent of each of the other parties for three years from the Effective Date;
provided, however, that:

(i)

Buyer
from time to time, but not before the Effective Date, may assign and grant a
security interest in its respective rights, title and interest under this
Agreement, including its rights to indemnification under this Agreement, for
collateral security purposes to any lender(s) providing financing to Buyer or
any of its respective subsidiaries or other affiliates without any additional
notice or consent of the other parties hereto and any such lender(s) may
exercise from time to time all of the rights and remedies of Buyer under this
Agreement; and

(ii)

this Agreement may be assigned by the Buyer to any Person
acquiring all or substantially all of the assets, interests or business of
Buyer.

(c)

Notwithstanding any assignment, the assignor remains liable for
any claims against it under this Agreement.




14.6.

Waivers and Amendments.  This Agreement shall
be waived, modified or amended only by a writing signed by each of Buyer, TBR
and P1.

14.7.

Counterparts.  This Agreement may be executed
in two or more counterparts and with counterpart signature pages, all of which
taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Agreement by signing any such counterpart.
 One or more counterparts of this Agreement or any Exhibit hereto may be
delivered via facsimile transmission, with the intention that they shall have
the same effect as an original counterpart hereof.

14.8.

Headings.  The headings of Articles and
Sections herein are inserted for convenience of reference only and shall be
ignored in the construction or interpretation hereof.

14.9.

Governing Law; Jurisdiction.  This Agreement
shall be deemed to be executed in the City of San Jose, State of California,
regardless of the domiciles of the parties hereto or where it is in fact signed.
 This Agreement and the rights and obligations of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
California, without regard to any law regarding conflicts of laws.  

14.10.

Submission to Jurisdiction.  Buyer and P1 each
hereby agree irrevocably and unconditionally to be subject to the jurisdiction
of the courts of general jurisdiction of the State of California, which courts
shall have exclusive jurisdiction over any action regarding any dispute
concerning this Agreement, including any action to enforce any provision of this
Agreement.  Each party hereto each also agrees that service of process may
be made on such party by prepaid certified mail with proof of mailing receipt
validated by the United States Postal Service constituting evidence of valid
service and that service made pursuant to this section shall have the same legal
force and effect as if served upon such party personally with the State of
California.  Any dispute arising under or relating to this Agreement in
which TBR is a party shall be brought in the Bankruptcy Court, or, if not
commenced in the Bankruptcy Court, may be removed to the Bankruptcy Court.
 

14.11.

No Waiver.  No failure to exercise and no delay
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.  

14.12.

Integration.  This writing, together with
Exhibits and Schedules hereto, embodies the entire agreement and understanding
between the parties with respect to the transaction contemplated by this
Agreement and supersedes all prior discussions, understandings and agreements
concerning the matters covered hereby.  

14.13.

Limitation on Scope of Agreement.  If any
provision of this Agreement is unenforceable or illegal, such provision shall be
enforced to the fullest extent permitted by law and the remainder of this
Agreement shall remain in full force and effect. Each party acknowledges that it
has not relied upon any statement, information or other communication by any
other party in connection with the transaction contemplated herein except those
representations, warranties, covenants and undertakings set forth in this
Agreement.

14.14.

Third-Party Beneficiaries.  Except as
otherwise expressly set forth herein, nothing in this Agreement shall be
construed to confer any right, benefit or remedy upon any Person that is not a
party hereto or a permitted assignee of a party hereto.

14.15.

No Strict Construction.  The parties
hereto have participated jointly in the negotiation and drafting of this
Agreement and the other agreements or documents contemplated herein.  In
the event an ambiguity or question of intent or interpretation arises under any
provision of this Agreement or any other agreement or document contemplated
herein, this Agreement and such other agreements and documents shall be
construed as if drafted jointly by the parties thereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of
authoring any of the provisions of this Agreement or any other agreements or
documents contemplated herein.

14.16.

Rules of Construction.

(a)

Where the context so requires, words used in singular shall
include the plural and vice versa and words of one gender shall include all
other genders.

(b)

The words “includes”, “including” and similar terms shall be
construed as if followed by the words “without limitation”.

(c)

The words “hereof”, “herein” and “hereunder” and other words of a
similar import refer to this Agreement as a whole and not to the individual
sections in which such terms are used.

(d)

Whenever a fact or matter is disclosed on any Section of the P1
Disclosure Schedule or the TBR Disclosure Schedule, such fact or matter shall be
deemed to have been disclosed on all the P1 Disclosure Schedules and the TBR
Disclosure Schedules of this Agreement to the extent it is reasonably apparent
that such exception is applicable to such representation, warranty or
covenant.

























[SIGNATURE PAGE FOLLOWS]





LA3:1144995.18

21















The
parties hereto have executed this Agreement as of the date first above
written.




“TBR”




THE BILLING RESOURCE, D/B/A INTEGRETEL, INC.




 

By: /s/ Paul Weber

Name:

PAUL WEBER

Title:

CHIEF RESTRUCTURING OFFICER













THE BILLING RESOURCE, D/B/A INTEGRETEL,INC. AS THE MAJORITY
SHAREHOLDER OF PAYMENTONE CORPORATION




 

By: /s/ Paul Weber

Name:

PAUL WEBER

Title:

CHIEF RESTRUCTURING OFFICER





LA3:1144995.18 















“P1”




PAYMENTONE CORPORATION




By: /s/ Joseph Lynam

Name:

JOSEPH LYNAM

Title:

CHIEF EXECUTIVE OFFICER





LA3:1144995.18 


















“BUYER”




ETELCHARGE.COM







By: /s/ Rob Howe

Name: 

ROB HOWE

Title:   

CHAIRMAN AND CHIEF

EXECUTIVE OFFICER





LA3:1144995.18 












EXHIBIT A


SHARED AND SUPPORT SERVICES AGREEMENT 




THIS
SHARED AND SUPPORT SERVICES AGREEMENT (this “Agreement”) is entered into as of
[____________], 2008 by and between The Billing Resource dba Integretel, a
California corporation (“TBR”), and PaymentOne Corporation, a Delaware
corporation (“P1”), TBR and P1 are individually referred to as a “Party”.
 TBR and P1 are jointly referred to as the “Parties”. 

WHEREAS,
pursuant to the Equity Acquisition Agreement (the “P1 Acquisition Agreement”)
dated as of June11, 2008, by and among TBR, P1 and Etelcharge.com, a Nevada
corporation (the “P1 Buyer”), TBR has sold 97.7% of the equity interests in P1,
on a non-diluted basis, to P1 Buyer (the “P1 Sale”).

WHEREAS,
TBR and P1 are parties to that certain Sublicense Agreement dated January 11,
2008 (the “Sublicense”).

WHEREAS, TBR and P1 are parties to that certain Agreement for Data
Processing Services dated March 1, 2006 between TBR and P1 (the “Data Processing
Agreement”), of which a copy is attached hereto as Exhibit A.  The terms of
the Data Processing Agreement are amended by this Agreement as set forth herein.
 

WHEREAS, TBR and P1 are parties to that certain Direct Billing
Services Agreement dated December 1, 2000 between TBR and P1 (the “Billing
Services Agreement”), of which a copy is attached hereto as Exhibit B.
 

WHEREAS, TBR and P1 are parties to that certain Support Services
Agreement dated July 1, 2000 between TBR and P1 (as amended to date, the
“Support Services Agreement”), of which a copy is attached hereto as Exhibit C.
    

WHEREAS, TBR and P1 are parties to that certain
Sublease dated December 19, 2007 between TBR, as sublessee, and P1 and Inmate
Calling Solutions LLC, as sublessors, for real property located at 5883 Rue
Ferrari, San Jose, CA 95138 (the “Sublease”).

WHEREAS,
the Parties desire to provide and obtain certain services from one another and
clarify intercompany relationships regarding the services, rights and
obligations provided under the Sublicense, the Data Processing Agreement, and
the Billing Services Agreement, as well as certain shared facilities under the
Sublease and other resources following the closing of the P1 Sale and the
closing of the sale of all or substantially all of TBR’s assets and liabilities
relating to P1 (the “TBR Sale”) and the assumption by the purchaser (the “TBR
Purchaser”) in such sale of all of TBR’s rights and obligations hereunder, as
required by Section 13.4 of the P1 Acquisition Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound hereby, the Parties hereby agree as follows.

1.

Shared
Services between TBR and P1 

For a period commencing on the date of this Agreement and
continuing: (i) with respect to TBR, until the earlier of: (a) 90 days after the
date of this Agreement, and (b) the closing of the TBR Sale and the assumption
of this Agreement by the TBR Purchaser; and (ii) with respect to the TBR
Purchaser assuming this Agreement (if, as and when assumed), until 90 days
following such assumption.  TBR and, following assumption of this
Agreement, TBR Purchaser, shall provide to P1 such accounting and finance,
treasury/cash management, human resources, facilities, and client settlement
services as P1 may reasonably require to continue its operations in a manner
comparable to its manner of operations prior to the date of the P1 Acquisition
Agreement.  Such services shall be provided by sharing of the personnel set
forth in Section 1.1 of Schedule 1 and P1 shall pay for such services at the
prices set forth in such Section 1.1 of Schedule 1.  To the extent that any
shared services related to the services described in this paragraph are not set
forth on such Schedule, but are currently provided by TBR to P1, TBR and,
following assumption of this Agreement, TBR Purchaser, shall provide such
services to P1 for the same pricing and terms that existed immediately prior to
the date of the P1 Acquisition Agreement.  

For a period commencing on the date of this Agreement and
continuing: (i) with respect to TBR, until the earlier of: (a) 90 days after the
date of this Agreement, and (b) the closing of the TBR Sale and the assumption
of this Agreement by the TBR Purchaser; and (ii) with respect to the TBR
Purchaser assuming this Agreement (if, as and when assumed), until 90 days
following such assumption, P1 shall provide to TBR and, following assumption of
this Agreement, TBR Purchaser, such senior level accounting and finance
management, senior level treasury/cash management, temporary accounting labor,
client services, and information technology services as TBR and, following
assumption of this Agreement, TBR Purchaser, may reasonably require to continue
its operations in a manner comparable to TBR’s manner of operations prior to the
date of this Agreement.  Such services shall be provided by sharing of the
personnel set forth in Section 1.2 of Schedule 1 and TBR and, following
assumption of this Agreement, TBR Purchaser, shall pay for such services at the
prices set forth in such Section 1.2 of Schedule 1.  To the extent that any
shared services related to the services described in this paragraph are not set
forth on such Schedule, but are currently provided by P1 to TBR, P1 shall
continue to provide such services to TBR and, following assumption of this
Agreement, TBR Purchaser, for the same pricing and terms that existed
immediately prior to the date of the P1 Acquisition Agreement.  

The Parties hereto agree that such periods of shared services may
be extended by the Parties hereto by an agreement in writing signed by the
Parties.

2.

Support
Services between TBR and P1 

For a period commencing on the date of this Agreement and
continuing until 120 days after either TBR, TBR Purchaser or P1 gives written
notice to the other Party, TBR and, following assumption of this Agreement, TBR
Purchaser, shall provide to P1 the inquiry system platform, consumer relations
departmental support, Net Impact system platform, management reporting and
interfaces, access to the CIC 402 bill page, and accounting system software as
P1 may reasonably require to continue its operations in a manner comparable to
its manner of operations prior to the date of the P1 Acquisition Agreement;
provided, that any termination of these services by TBR shall not be effective
with respect to TBR Purchaser, and TBR Purchaser shall be required to provide
its own separate notice of termination to P1 in order to terminate its
obligations under this Section 2.  Such services shall be provided by
sharing of the items set forth in Section 2.1 of Schedule 2 and P1 shall pay for
such services at the prices set forth in such Section 2.1 of Schedule 2.
 To the extent that any shared services related to the services described
in this paragraph are not set forth on such Schedule, but are currently provided
by TBR to P1, TBR and, following assumption of this Agreement, TBR Purchaser,
shall provide such services to P1 for the same pricing and terms that existed
immediately prior to the date of the P1 Acquisition Agreement.

For a period commencing on the date of this Agreement and
continuing until 120 days after either TBR, TBR Purchaser or P1 gives written
notice to the other Party, TBR and, following assumption of this Agreement, TBR
Purchaser, P1 shall provide those services to TBR and, following assumption of
this Agreement, TBR Purchaser, set forth in each of the Data Processing
Agreement and the Billing Services Agreement, under the respective terms
thereof; provided, that to the extent that any support services related to the
services thereunder are not set forth explicitly therein, but are currently
provided by P1 to TBR, P1 shall continue to provide such services to TBR or TBR
Purchaser, as applicable, for the same pricing and terms that existed
immediately prior to the date of the P1 Acquisition Agreement; and further,
provided, that any termination of the Data Processing Agreement or the Billing
Services Agreement by TBR shall not be effective with respect to TBR Purchaser,
and TBR Purchaser shall be required to provide its own separate notice of
termination to P1 in order to effect such terminations.  Section 1.1 of the
Data Processing Agreement is amended and restated to provide as follows:
“Term. Unless earlier terminated in accordance with the provisions of
this Agreement, this Agreement shall remain in effect until its termination
pursuant to the PaymentOne Shared and Support Services Agreement dated as of
[____________], 2008 by and between The Billing Resource dba Integretel, and
PaymentOne Corporation.”  Section 8.1 of the Data Processing Agreement is
amended and restated to provide as follows:  “Indemnities. Subject
to Sections 8.2 and 8.3, below, each party (in the context of an indemnifying
party, each the "Indemnitor") agrees to indemnify and defend the other party (in
the context of an indemnified party, each the "Indemnitee") and hold the
Indemnitee harmless from any and all claims, actions, damages, liabilities,
costs and expenses, including reasonable attorneys' fees and expenses, arising
out of, under or in connection with (1) any negligent or willful act of the
Indemnitor including, without limitation any. (a) material default of this
Agreement by the Indemnitor; (b) infringement of a copyright or patent by the
Indemnitor; or (c) a disclosure, use or misappropriation by the Indemnitor of
the Indemnitee’s Confidential Information, and (2) claims made against a party
by third parties with regard to (a) the services provided by the Indemnitor
hereunder, (b) services provided or other actions by a client of the Indemnitor,
and (c) any billing transactions originated by the Indemnitor or its client.
 The Indemnitor will bear the expense of such defense and pay any damages
and attorneys' fees that are attributable to such claim finally awarded by a
court of competent jurisdiction or in settlement thereof.”  The Data
Processing Agreement is further amended to provide, following the existing text
of Section 8.3:  “This section shall not be applicable to an indemnity
claim asserted by a third party against a Party hereto.”  




3.

Shared
Facility between TBR and P1

Pursuant to the Sublease, TBR and, following assumption of this
Agreement, TBR Purchaser, and P1 share premises at 5883 Rue Ferrari, San Jose,
CA (the “Shared Facility”).  TBR and, following assumption of this
Agreement, TBR Purchaser, shall pay one-third of the “Monthly Shared Facility
Costs” set forth on Schedule 3 (attached and incorporated by this reference) and
of any other reasonably related shared occupancy costs. 

Each Party hereby grants to the other Party a continuing easement
and right of ingress and egress as reasonably necessary to permit such Party to
fulfill its obligations hereunder and to access common areas including, without
limitation, PBX and wiring closets, restrooms, break areas, and exits.  The
Parties shall work together to use the existing security systems to control
and/or monitor such access.  Each Party shall be an invited guest of the
other Party as that term is used in any insurance policies obtained by either
Party. 

4.

Miscellaneous  

The following provisions shall be applicable except to the extent
that the relevant matters are governed explicitly by the Data Processing
Agreement, the Billing Services Agreement, or the Sublicense Agreement. 

4.1  

(a)  "Force Majeure" shall mean strikes, shortages, riots,
fires, floods, storm, earthquakes, telecommunications or other outages, acts of
God, war, governmental action or any other cause beyond the reasonable control
of a Party.

(b)  In the event either Party hereto is prevented or delayed
in the performance of any material term, condition or obligation under this
Agreement (other than the payment of money) due to Force Majeure, such party
shall give prompt notice to the other of the commencement, expected duration and
termination of any such Force Majeure contingency.  Except as otherwise
provided below, such party's nonperformance shall be excused and the time for
performance extended for the period of delay or inability to perform due to such
Force Majeure.

(c)  Any termination of this Agreement pursuant to this
Section shall be without liability to either Party and, upon such termination,
all prior nonperformance of either Party due to Force Majeure shall be
excused.

(d)  Whenever possible, the Party claiming a Force Majeure
shall use commercially reasonable efforts to perform in spite of the Force
Majeure.

4.2  Each party (in the context of an indemnifying party,
each the "Indemnitor") agrees to indemnify and defend the other party (in the
context of an indemnified party, each the "Indemnitee") and hold the Indemnitee
harmless from any and all claims, actions, damages, liabilities, costs and
expenses, including reasonable attorneys' fees and expenses, arising out of,
under or in connection with (1) any negligent or willful act of the Indemnitor
including, without limitation any. (a) material default of this Agreement by the
Indemnitor; (b) infringement of a copyright or patent by the Indemnitor; or (c)
a disclosure, use or misappropriation by the Indemnitor of the Indemnitee’s
Confidential Information, and (2) claims made against a party by third parties
with regard to (a) the services provided by the Indemnitor hereunder, (b)
services provided or other actions by a client of the Indemnitor, and (c) any
billing transactions originated by the Indemnitor or its client.  The
Indemnitor will bear the expense of such defense and pay any damages and
attorneys' fees that are attributable to such claim finally awarded by a court
of competent jurisdiction or in settlement thereof.  In no event will
either Party be liable to the other for claims of indirect or consequential
damages.

4.3  Any notices or other communications made hereunder shall
be made in writing and shall be delivered in person or mailed by registered or
certified mail, return receipt requested, or sent by nationally recognized
overnight delivery service, addressed as follows:

To TBR:

           The
Billing Resource, d/b/a Integretel, Inc.

5883 Rue Ferrari

San Jose, CA 95138

Attention: Ken Dawson

with copies to:

Sheppard, Mullin, Richter & Hampton LLP

Four Embarcadero Center, 17th Floor

San Francisco, CA 94111

Attention: Steven B. Sacks




To P1:

PaymentOne Corporation

5883 Rue Ferrari

San Jose, CA 95138

Attention: Joseph Lynam

with copies to:

Moses & Singer LLP

The Chrysler Building

405 Lexington Avenue, 12th Floor

New York, NY  10174-1299

Attention: Allan Grauberd, Esq.

Notices shall be deemed served upon receipt or, if delivery is
attempted and either refused by the addressee or is returned as undeliverable,
at the time of such attempted delivery.  Any party may change their address
for notice by giving not less than thirty (30) days prior written notice given
in the manner provided above.

4.4

Except as provided in this Agreement, all covenants and agreements
set forth in this Agreement by or on behalf of the parties shall bind and inure
to the benefit of the respective successors and permitted assigns of the
parties, whether so expressed or not, including without limitation any
bankruptcy trustee.  The terms of this Agreement and the Approval Order
shall be deemed to be a part of any plan confirmed by TBR.  

4.5

Neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by either Party without the prior written
consent of the other party, provided that, as required by Section 13.4 of the P1
Acquisition Agreement, TBR shall assign this Agreement to TBR Purchaser, and all
time frames applicable specifically to TBR Purchaser shall remain so
applicable.

4.6  This Agreement shall be waived, modified or amended only
by a writing signed by each of the Parties.

4.7  This Agreement may be executed in two or more
counterparts and with counterpart signature pages, all of which taken together
shall constitute one and the same instrument and any of the parties hereto may
execute this Agreement by signing any such counterpart.  One or more
counterparts of this Agreement or any Exhibit hereto may be delivered via
facsimile transmission, with the intention that they shall have the same effect
as an original counterpart hereof.

4.8  The headings of Articles and Sections herein are
inserted for convenience of reference only and shall be ignored in the
construction or interpretation hereof.

4.9  This Agreement shall be deemed to be executed in the
City of San Jose, State of California, regardless of the domiciles of the
parties hereto or where it is in fact signed.  This Agreement and the
rights and obligations of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of California, without regard
to any law regarding conflicts of laws.  

4.10  The Parties each agree irrevocably and unconditionally
to be subject to the jurisdiction of the courts of general jurisdiction located
within the State of California, which courts shall have exclusive jurisdiction
over any action regarding any dispute concerning this Agreement, including any
action to enforce any provision of this Agreement.  Any dispute arising
under or relating to this Agreement in which TBR is a party shall be brought in
the Bankruptcy Court, or, if not commenced in the Bankruptcy Court, may be
removed to the Bankruptcy Court.

4.11  No failure to exercise and no delay in exercising any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or remedy.  

4.12  This writing, together with the schedules hereto,
embodies the entire agreement and understanding between the parties with respect
to the transaction contemplated by this Agreement and supersedes all prior
discussions, understandings and agreements concerning the matters covered
hereby, including the Support Services Agreement, which shall terminate upon
execution of this Agreement.  

4.13  If any provision of this Agreement is unenforceable or
illegal, such provision shall be enforced to the fullest extent permitted by law
and the remainder of this Agreement shall remain in full force and effect. Each
Party acknowledges that it has not relied upon any statement, information or
other communication by any other Party in connection with the transaction
contemplated herein except those representations, warranties, covenants and
undertakings set forth in this Agreement.

4.14  Except as otherwise expressly set forth herein, nothing
in this Agreement shall be construed to confer any right, benefit or remedy upon
any Person that is not a party hereto or a permitted assignee of a Party
hereto.

4.15  The Parties hereto have participated jointly in the
negotiation and drafting of this Agreement and the other agreements or documents
contemplated herein.  In the event an ambiguity or question of intent or
interpretation arises under any provision of this Agreement or any other
agreement or document contemplated herein, this Agreement and such other
agreements and documents shall be construed as if drafted jointly by the parties
thereto, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of authoring any of the provisions of this
Agreement or any other agreements or documents contemplated herein.

IN WITNESS WHEREOF, P1 and TBR have executed this Agreement as of
the date first written above: 

[Signature Page Follows]




A-1

LA3:1144995.18 















		
	
 
	
THE BILLING RESOURCE, 

D/B/A INTEGRETEL, INC.




By: ___________________________

Name:

PAUL WEBER

Title:

CHIEF RESTRUCTURING OFFICER








	
 
	
PAYMENTONE
CORPORATION


By: ___________________________

Name:

JOSEPH LYNAM

Title:

CHIEF EXECUTIVE OFFICER





	
 
	
 

	
 
	
PAYMENTONE
CORPORATION


By:____________________________

Name:
_________________________

Title:
__________________________











A-2

LA3:1144995.18 












Shared and Support Services Agreement

Schedule 1 – Shared Services




1.1

The
following services shall be provided by TBR or TBR Purchaser, as applicable, to
P1:




1)

Accounting
and Finance – 33% to 50% of departmental payroll and benefits, depending on the
individual

a)

Heather
Tucker – 50%

b)

Georgia
Silva – 50%

c)

Kathy
Yuan – 50%

d)

Pam
Baskett – 33%

e)

Donna
Mock – 50%

2)

Treasury/Cash
Management – 33% to 50% of departmental payroll and benefits, depending on the
individual

a)

Natalia
Korolevskaya-Speace – 33%

b)

Diane
Ison – 50%

3)

Human
Resources – 33% of departmental payroll and benefits

a)

Dave
Thomas – 33%

b)

Marie
Hann – 33%

4)

Facilities
– 33% of departmental payroll and benefits

a)

John
Miller – 33%

b)

Lisa
Perteet – 33%

5)

Settlement
– 25% of departmental payroll and benefits

a)

Elaine
Ehrhorn – 25%

b)

Charlene
Daley – 25%

c)

Maria
Kim – 25%

d)

Frank
Lee – 25%

e)

Stacy
Wilkinson – 25%




1.2

The
following services shall be provided by P1 to TBR or TBR Purchaser, as
applicable:




1)

Accounting
and Finance – 50% of the P1 CFO’s salary and benefits

a)

Evan
Meyer – 50%

2)

Treasury/Cash
Management – 50% of P1’s Director of Settlement and Risk Management salary and
benefits

a)

Chris
Parlove – 50%

b)

Di
Ho – no charge

3)

Accounting
temporary labor – 50% of such cost

a)

Mark
Tran – 50%

b)

Arlene
Keane – 50%

4)

Client
Services personnel – administration for certain P1 accounts previously
transferred/assigned to TBR - no charge

5)

Information
Technology personnel – network monitoring, desktop, and general IT services - no
charge





A-3

LA3:1144995.18 












Shared and Support Services Agreement

Schedule 2 – Support Services




2.1

The
following services are being provided by TBR or TBR Purchaser, as applicable, to
P1:




1)

Inquiry
System Platform – flat $10,000 per month

2)

Consumer
Relations Department – written complaints, regulatory complaints, agent-handled
complaints, and client credits charged on a per transaction basis at $40.00,
$65.00, $3.25, and $0.50, respectively.

3)

Net
Impact System Platform - no charge

4)

Management
Reporting and Interfaces - no charge

5)

Access
to the CIC 402 bill page - no charge

6)

Use
of Microsoft Dynamics GP version 9.0 and Microsoft FRx Report Designer version
6.7 - no charge








A-4

LA3:1144995.18 












Shared and Support Services Agreement

Schedule 3 – Shared Facility




“Monthly Shared
Facility Costs” consist of the following:




Base
rent

$40,113.15 per month
through December 31, 2008

$43,601.25 per month
through December 31, 2009

$45,345.30 per month
through December 31, 2010




Common Area
Maintenance

All common area
maintenance charges imposed by Landlord

As
of the date of this Agreement, Common Area Maintenance charges average
approximately $5,200 per month.  




Real Estate
Taxes

All real property
taxes imposed by applicable governmental authorities 

As
of the date of this Agreement, real estate taxes average approximately $4,300
per month.  




Facility
Insurance

Casualty
and general premises liability insurance covering the real property facility As
of the date of this Agreement, facility insurance expense averages approximately
$650 per month.  




Landlord
Deposit

Cash deposit to
landlord:  $167,428




TBR is acknowledged
as the owner of 33% of the landlord deposit














A-5

LA3:1144995.18 












EXHIBIT B




ORDINARY COURSE DEBTS AND OBLIGATIONS 
GUARANTEED BY
BUYER







			
	
PaymentOne
Corporation

	
Schedule of
Accounts Payable - Trade - Vendors

	
 

	
 
	
 
	
Vendor

	
 
	
 
	
 

	
1
	
 
	
Accountemps

	
2
	
 
	
Accurint

	
3
	
 
	
AFLAC

	
4
	
 
	
American
Express

	
5
	
 
	
AT&T

	
6
	
 
	
AT&T
Internet Services

	
7
	
 
	
AT&T
Mobility

	
8
	
 
	
Atrenet

	
9
	
 
	
BSG Clearing
Solutions

	
10
	
 
	
Cintas First
Aid & Safety

	
11
	
 
	
CitiBusiness
Card

	
12
	
 
	
Dell Catalog
Sales L.P

	
13
	
 
	
eWingz Systems
Inc

	
14
	
 
	
FedEx

	
15
	
 
	
Intelemedia
Communications, Inc.

	
16
	
 
	
Iron Mountain -
OSDP

	
17
	
 
	
JAMAD
Enterprise, LLC

	
18
	
 
	
Kang
Tao

	
19
	
 
	
KM2 Solutions,
LLC

	
20
	
 
	
MCI
WORLDCOM

	
21
	
 
	
Meyer,
Evan

	
22
	
 
	
MoneyGram

	
23
	
 
	
National
Janitorial Services

	
24
	
 
	
Nextel
Communications

	
25
	
 
	
O'Melveny &
Myers LLP

	
26
	
 
	
PG&E

	
27
	
 
	
PayPal

	
28
	
 
	
Republic
Indemnity Company of Ca

	
29
	
 
	
Robert
Half

	
30
	
 
	
SBC Long
Distance

	
31
	
 
	
Schwegman
Lundberg Woessner Kluth

	
32
	
 
	
Scottel Voice
and Data, Inc.

	
33
	
 
	
Seven Hills
Partners LLC*

	
34
	
 
	
Skytel

	
35
	
 
	
Staples

	
36
	
 
	
Thawte
Inc

	
37
	
 
	
Three Way
Logistics

	
38
	
 
	
Tighe Patton
Armstrong Teasdale

	
39
	
 
	
Tony &
Alba's Pizza & Pasta

	
40
	
 
	
Transaction
Network Services

	
41
	
 
	
Truitt,
Jennifer

	
42
	
 
	
Verizon
Wireless

	
43
	
 
	
Vertex

	
44
	
 
	
IC allocated
AP

	
45
	
 
	
Professional
fees (Accrued Trade FY06 and FY07)

	
46
	
 
	
Don
Teague

	
47
	
 
	
Targus

	
48
	
 
	
Schumacher
& Associates










LA3:1144995.18

B-1















							
	
PaymentOne
Corporation

	
Schedule of
Accounts Payable - Trade -

	
LEC

	
 

	
 

	
 
	
 
	
LEC
ID
	
 
	
LEC
Name
	
 
	
Territory

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
1
	
 
	
169
	
 
	
Verizon
	
 
	
GTE
North

	
2
	
 
	
341
	
 
	
Embarq
	
 
	
Florida

	
3
	
 
	
470
	
 
	
Embarq
	
 
	
CT&T
Mid-Atlantic

	
4
	
 
	
479
	
 
	
Verizon
	
 
	
GTE
South

	
5
	
 
	
832
	
 
	
Embarq
	
 
	
Indiana

	
6
	
 
	
2308
	
 
	
Citizen/Frontier
	
 
	
Citizen/Frontier

	
7
	
 
	
2319
	
 
	
Verizon
	
 
	
GTE
West

	
8
	
 
	
6999
	
 
	
BSG
	
 
	
BSG

	
9
	
 
	
9102
	
 
	
Verizon
	
 
	
NE
Tel

	
10
	
 
	
9104
	
 
	
Verizon
	
 
	
NY
Tel

	
11
	
 
	
9147
	
 
	
AT&T
	
 
	
SNET

	
12
	
 
	
9206
	
 
	
Verizon
	
 
	
NJ
Tel

	
13
	
 
	
9208
	
 
	
Verizon
	
 
	
Bell of
PA

	
14
	
 
	
9210
	
 
	
Verizon
	
 
	
Dia
State

	
15
	
 
	
9211
	
 
	
Verizon
	
 
	
CP DC

	
16
	
 
	
9212
	
 
	
Verizon
	
 
	
CP MD

	
17
	
 
	
9213
	
 
	
Verizon
	
 
	
CP VA

	
18
	
 
	
9214
	
 
	
Verizon
	
 
	
CP
WVA

	
19
	
 
	
9321
	
 
	
AT&T
	
 
	
Ohio
Bell

	
20
	
 
	
9323
	
 
	
AT&T
	
 
	
Mich
Bell

	
21
	
 
	
9325
	
 
	
AT&T
	
 
	
Ind
Bell

	
22
	
 
	
9327
	
 
	
AT&T
	
 
	
Wis
Bell

	
23
	
 
	
9329
	
 
	
AT&T
	
 
	
Ill
Bell

	
24
	
 
	
9348
	
 
	
Cinn
Bell
	
 
	
Cinn
Bell

	
25
	
 
	
9417
	
 
	
AT&T
	
 
	
Bell
South

	
26
	
 
	
9533
	
 
	
AT&T
	
 
	
SW
Bell

	
27
	
 
	
9631
	
 
	
Qwest
	
 
	
East

	
28
	
 
	
9636
	
 
	
Qwest
	
 
	
Central

	
29
	
 
	
9638
	
 
	
Qwest
	
 
	
West

	
30
	
 
	
9740
	
 
	
AT&T
	
 
	
Pac
Bell

	
31
	
 
	
9742
	
 
	
AT&T
	
 
	
Nev
Bell

	
32
	
 
	
9993
	
 
	
Embarq
	
 
	
Midwest

	
33
	
 
	
9996
	
 
	
Solix
	
 
	
Solix










B-2

LA3:1144995.18 















					
	
PaymentOne
Corporation

	
Schedule of
Accounts Payable - Customer 

	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
Customer ID
	
 
	
Customer
Name

	
 
	
 
	
 
	
 
	
 

	
1
	
 
	
337
	
 
	
AOL

	
2
	
 
	
757
	
 
	
NETOPUS


	
3
	
 
	
256
	
 
	
DIAL UP
SERVICES

	
4
	
 
	
772
	
 
	
PEOPLE PC
(QWEST)

	
5
	
 
	
775
	
 
	
EARTHLINK

	
6
	
 
	
388
	
 
	
UNITED
ONLINE

	
7
	
 
	
705
	
 
	
OJOME,
LTD

	
8
	
 
	
544
	
 
	
MEMBERS
EDGE

	
9
	
 
	
509
	
 
	
WEBSITE PROS
(INNUITY)

	
10
	
 
	
593
	
 
	
LONG DISTANCE
UNLIMITED

	
11
	
 
	
505
	
 
	
WEBXITES
(AXCES, INC)

	
12
	
 
	
575
	
 
	
LOCAL BIZ
USA

	
13
	
 
	
563
	
 
	
WEBSITE IN A
BOX

	
14
	
 
	
247
	
 
	
WEBSOURCE
MEDIA

	
15
	
 
	
503
	
 
	
MBOLI

	
16
	
 
	
508
	
 
	
SUPERIOR
BUSINESS NETWORK

	
17
	
 
	
13
	
 
	
BESTUSA

	
18
	
 
	
597
	
 
	
SHARED NETWORK
SERVICES

	
19
	
 
	
553
	
 
	
WEBSITE ON
DEMAND

	
20
	
 
	
532
	
 
	
WESTCHESTER
WEBSITE

	
21
	
 
	
32
	
 
	
ZCONNEXX
INTERNET

	
22
	
 
	
262
	
 
	
MULTI-LINK
COMMUNICATIONS

	
23
	
 
	
519
	
 
	
PRIVACY
SOLUTIONS (DATRAN)

	
24
	
 
	
576
	
 
	
E
ACCELERATION

	
25
	
 
	
513
	
 
	
TALKEESERVICES.COM

	
26
	
 
	
573
	
 
	
XPEDITE

	
27
	
 
	
538
	
 
	
ULTRA
WEBSITE

	
28
	
 
	
585
	
 
	
ARCHER
INTERNET

	
29
	
 
	
556
	
 
	
ZWW-ISP

	
30
	
 
	
586
	
 
	
BIG CITY YELLOW
PAGES

	
31
	
 
	
504
	
 
	
USA BIZ
DIRECTORY

	
32
	
 
	
517
	
 
	
ONE
SOURCE

	
33
	
 
	
725
	
 
	
BLABBLE NETWORK
 

	
34
	
 
	
762
	
 
	
NICOR ENERGY
SERVICES

	
35
	
 
	
703
	
 
	
ZLOCALHOST

	
36
	
 
	
766
	
 
	
BETTER BUSINESS
ORGANIZATION

	
37
	
 
	
799
	
 
	
OFFICIAL SMALL
BUSINESS ASSOC

	
38
	
 
	
742
	
 
	
GAIA
INTERACTIVE

	
39
	
 
	
778
	
 
	
RESTAURANT
LISTINGS, LLC

	
40
	
 
	
787
	
 
	
USB
ORGANIZATION

	
41
	
 
	
726
	
 
	
HABBO
GAMES

	
42
	
 
	
394
	
 
	
EVOICE

	
43
	
 
	
531
	
 
	
MINDARK

	
44
	
 
	
542
	
 
	
TIME
INC

	
45
	
 
	
716
	
 
	
1SMARTPAGE.COM

	
46
	
 
	
732
	
 
	
EBIZ TECHNICAL
SOLUTION

	
47
	
 
	
734
	
 
	
HOSTAWEBSITE

	
48
	
 
	
773
	
 
	
SUPER EMAIL
SERVICES

	
49
	
 
	
774
	
 
	
US YELLOW
PAGES

	
50
	
 
	
759
	
 
	
JUMPPAGE

	
51
	
 
	
727
	
 
	
DISCOUNT
BUSINESS SERVICES

	
52
	
 
	
783
	
 
	
WEB ONE
USA

	
53
	
 
	
729
	
 
	
BLIZZARD

	
54
	
 
	
737
	
 
	
ESCALATEISP.COM

	
55
	
 
	
794
	
 
	
POWERLIST
ONLINE

	
56
	
 
	
786
	
 
	
YOUR ONLINE
SERVICES

	
57
	
 
	
743
	
 
	
WWP.NET










B-3

LA3:1144995.18 















							
	
PaymentOne
Corporation

	
Schedule of
Accrued Expenses -  Other

	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
LEC ID
	
 
	
LEC
Name
	
 
	
Territory

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
1
	
 
	
169
	
 
	
Verizon
	
 
	
GTE
North

	
2
	
 
	
341
	
 
	
Embarq
	
 
	
Florida

	
  3
	
 
	
470
	
 
	
Embarq
	
 
	
CT&T
Mid-Atlantic

	
4
	
 
	
479
	
 
	
Verizon
	
 
	
GTE
South

	
5
	
 
	
832
	
 
	
Embarq
	
 
	
Indiana

	
6
	
 
	
2308
	
 
	
Citizen/Frontier
	
 
	
Citizen/Frontier

	
7
	
 
	
2319
	
 
	
Verizon
	
 
	
GTE
West

	
8
	
 
	
6999
	
 
	
BSG
	
 
	
BSG

	
9
	
 
	
9102
	
 
	
Verizon
	
 
	
NE
Tel

	
10
	
 
	
9104
	
 
	
Verizon
	
 
	
NY
Tel

	
11
	
 
	
9147
	
 
	
AT&T
	
 
	
SNET

	
12
	
 
	
9206
	
 
	
Verizon
	
 
	
NJ
Tel

	
13
	
 
	
9208
	
 
	
Verizon
	
 
	
Bell
of PA

	
14
	
 
	
9210
	
 
	
Verizon
	
 
	
Dia
State

	
15
	
 
	
9211
	
 
	
Verizon
	
 
	
CP
DC

	
16
	
 
	
9212
	
 
	
Verizon
	
 
	
CP
MD

	
17
	
 
	
9213
	
 
	
Verizon
	
 
	
CP
VA

	
18
	
 
	
9214
	
 
	
Verizon
	
 
	
CP
WVA

	
19
	
 
	
9321
	
 
	
AT&T
	
 
	
Ohio
Bell

	
20
	
 
	
9323
	
 
	
AT&T
	
 
	
Mich
Bell

	
21
	
 
	
9325
	
 
	
AT&T
	
 
	
Ind
Bell

	
22
	
 
	
9327
	
 
	
AT&T
	
 
	
Wis
Bell

	
23
	
 
	
9329
	
 
	
AT&T
	
 
	
Ill
Bell

	
24
	
 
	
9348
	
 
	
Cinn
Bell
	
 
	
Cinn
Bell

	
25
	
 
	
9417
	
 
	
AT&T
	
 
	
Bell
South

	
26
	
 
	
9533
	
 
	
AT&T
	
 
	
SW
Bell

	
27
	
 
	
9631
	
 
	
Qwest
	
 
	
East

	
28
	
 
	
9636
	
 
	
Qwest
	
 
	
Central

	
29
	
 
	
9638
	
 
	
Qwest
	
 
	
West

	
30
	
 
	
9740
	
 
	
AT&T
	
 
	
Pac
Bell

	
31
	
 
	
9742
	
 
	
AT&T
	
 
	
Nev
Bell

	
32
	
 
	
9993
	
 
	
Embarq
	
 
	
Midwest

	
33
	
 
	
9996
	
 
	
Solix
	
 
	
Solix










B-4

LA3:1144995.18 















					
	
PaymentOne
Corporation



	
Schedule of
Other Obligations 
(Directors/Officers/Employees)

	
 

	
 

	
 
	
 
	
 
	
 
	
 

	
1
	
 
	
All Directors,
Officers and Employees
	
 
	
 










B-5

LA3:1144995.18 












EXHIBIT C




OPTION TERM SHEET




		
	
INCENTIVE PLAN:
	
Prior to the Effective Date, the Buyer shall adopt a new
stock incentive plan in a form satisfactory to P1 (the
“Plan”).  The Plan shall be an “omnibus” plan providing
for the award of incentive and non-qualified stock options, restricted and
unrestricted stock awards and other share-based awards.   The
Buyer shall at all times reserve a number of shares of its common stock
sufficient to cover the Buyer’s obligations to deliver shares in respect
of awards granted under the Plan.

	
AWARD GRANTS:
	
On the Effective Date (but subsequent to the closing of the
P1 Equity Purchase), the Buyer shall grant the individuals listed on the
table attached to this Exhibit C (the “P1 Grantees”) the
number of options to purchase shares of common stock equal to the result
of (A) ($500,000.00 divided by (B) the opening  price of the
underlying shares on the Effective Date), with such result multiplied by
(C) the percentages set forth opposite each P1 Grantee’s name on the table
attached to this Exhibit C.

	
TYPE OF OPTIONS:
	
To the extent possible under the Code, the options granted
to the P1 Grantees on the Effective Date (the “Options”)
shall be incentive stock options within the meaning of Code Section 422.


	
EXERCISE
PRICE:
	
The Options shall have an exercise price equal to 100% of
the closing price of the
underlying shares of Buyer’s common stock on the Effective Date.  

	
VESTING:
	
Each of the Options shall be fully vested and exercisable at
the time of grant.

	
TERM
OF OPTIONS:
	
Each of the Options shall have a term of ten (10) years and
will expire on the date that is ten (10) years after the Effective Date.
  The term of each of the Options shall not be reduced or
otherwise affected by the termination of a P1 Grantee’s employment by
Buyer or P1 for any reason, whether with or without cause or
otherwise.

	
MAKE-WHOLE AWARDS:
	
As soon as practicable following the Effective Date, the
Buyer shall grant each P1 Grantee a fully vested “make whole” award of
shares of common stock.  The number of shares that will be granted to
each P1 Grantee shall have a value equal to the product of (i) the number
of Options to be granted to the P1 Grantee and (ii) any positive
difference between the closing price of a share of Buyer’s common stock on
the Effective Date and the lesser of (a) the opening price of a share of
Buyer’s common stock on the date the Equity Acquisition Agreement is
entered into or if the Equity Acquisition Agreement is entered into on a
date when the market is not open, the closing price of a share of Buyer’s
common stock on the day immediately prior or (b) $0.030; provided that the
aggregate make whole award for all P1 Grantees will not exceed $60,000
worth of shares of common stock of Buyer based upon the price of the
underlying shares on the Effective Date.  

	
ADJUSTMENT
PROVISION:
	
The Plan shall include a customary adjustment provision
which, among other things, shall provide that upon any reclassification,
recapitalization, stock split, stock dividend, merger, reorganization,
split-up, spin-off or similar extraordinary transaction in respect of the
Buyer’s common stock, Buyer shall make equitable and proportional
adjustments to (i) the number, amount and type of shares of Buyer’s common
stock subject to outstanding awards granted under the Plan and (ii) the
grant, purchase or exercise price of any outstanding options or other
awards granted under the Plan. 

	
PAYMENT
OF THE EXERCISE PRICE:
	
The Plan shall permit the P1 Grantees to pay the exercise
price applicable to the Options by, among other things, (i) cash, check or
electronic funds transfer, (ii) the delivery of previously owned shares of
the Buyer’s common stock, (iii) a reduction in the number of shares of
Buyer’s common stock otherwise deliverable upon exercise of the Options or
(iv) another type of “cashless exercise” procedure.  With respect to
option grants made after the Effective Date, the Buyer may make all of the
foregoing exercise methods available, but shall not be required to permit
optionholders to exercise such options by any means other than cash, check
or electronic funds transfer.

	
WITHHOLDING
TAXES:
	
The Plan shall permit the P1 Grantees to satisfy any
withholding taxes applicable to their Options and their “make whole”
awards of shares of common stock by, among other things, (i) cash, check
or electronic funds transfer, (ii) a deduction of any amounts otherwise
payable in cash by the Buyer to any such individual, (iii) the delivery of
previously owned shares of the Buyer’s common stock, or (iv) a reduction
in the number of shares of Buyer’s common stock otherwise deliverable in
respect of such awards.  With respect to other subsequent awards made
under the Plan, the Buyer may make all of the foregoing payment methods
available, but shall not be required to permit individuals to satisfy
applicable withholding taxes by any means other than cash, check or
electronic funds transfer.

	
FORM
S-8 REGISTRATION STATEMENT:
	
On or prior to the Effective Date, the Buyer shall file a
valid registration statement on Form S-8 covering all of the shares of
Buyer’s common stock that will be made available under the Plan.  The
Buyer agrees to take all necessary actions to ensure this registration
statement remains effective for as long as awards remain outstanding under
the Plan. 

	
OTHER
TERMS:
	
The Plan will contain such other terms and conditions as are
customary for similar types of stock incentive plans adopted by
publicly-traded companies, and the Plan will contain, with respect to the
options to be granted pursuant to this Exhibit C, weighted
average anti-dilution protection for 12 months, but only with respect to
the exercise price of the options and not the number of shares, for cash
raises below the strike price of the Options, subject to exceptions for
(i) pre-existing agreements and instruments, and (ii) customary
non-financing exceptions including but not limited to employee issuances,
issuances for property or services and M&A related
issuances.

	
PRIVATE
PLACEMENT:
	
On the Effective Date (but subsequent to the closing of the
P1 Equity Purchase), each of Brendan Philbin, Ken Dawson and Don Teague
shall exchange all of their equity interests in P1 for the following
number of newly issued shares of Buyer’s common stock (the “Buyer
Shares”):

Brendan
Philbin:  270,475
Ken Dawson:
      255,019
Don Teague:
       116,691

The Buyer Shares shall be fully vested and shall be issued
in a private placement by Buyer on the Effective Date rather than under
the Plan.

	
SAVINGS
PROVISION
	
Buyer shall use reasonable commercial efforts to establish
registration or an appropriate exemption from Federal securities laws and
an exemption from California blue sky laws for the above described option
and equity issuances.

If such exemption or other permit cannot be established, (i)
each P1 Grantee that is an accredited investor or otherwise meets the
investor sophistication requirements necessary to satisfy an appropriate
Federal and California state exemption (each a “Qualified
Recipient”) shall receive the above described option and equity issuances (subject to all of the
provisions of this Exhibit C); and (ii) each P1 Grantee that is not
a Qualified Recipient shall receive a cash payment equivalent in value to
the value of the option or equity issuance (including any Make-Whole
Awards) otherwise to be received by such person pursuant to the provisions
of this Exhibit C.

Any P1 options held by a person who is not an employee of P1
to be cancelled on terms reasonably acceptable to Buyer and
P1.










C-1

  

LA3:1144995.18 















				
	
PaymentOne Corporation

	
P1 Employees ONLY

	
Total Vested P1 Options as of May 31, 2008

	
 
	
 
	
TOTAL
	
 

	
 
	
 
	
VESTED
	
 

	
 
	
 
	
P1
OPTION
	
 

	
 
	
P1
Grantee
	
POSITION
	
 

	
 
	
Name
	
as
of 5/31/08
	
%

	
 
	
 
	
 
	
 

	
1
	
Joe
Lynam
	
488,292 
	
43.2%

	
2
	
Evan
Meyer
	
162,708 
	
14.4%

	
3
	
Brad
Singer
	
79,583 
	
7.0%

	
4
	
Jennifer
Truitt
	
119,094 
	
10.5%

	
5
	
Greg
Calcagno
	
105,938 
	
9.4%

	
6
	
Rob
Uhrich
	
77,948 
	
6.9%

	
7
	
Chris
Parlove
	
43,385 
	
3.8%

	
8
	
Mark
Snycerski
	
11,406 
	
1.0%

	
9
	
Jeff
Wilkins
	
12,005 
	
1.1%

	
10
	
Carol
Fox
	
5,198 
	
0.5%

	
11
	
Linda
Middendorp
	
7,125 
	
0.6%

	
12
	
Dennis
Ho
	
3,740 
	
0.3%

	
13
	
Julie
Hill
	
3,740 
	
0.3%

	
14
	
Evelyn
Wengeler
	
2,281 
	
0.2%

	
15
	
John
Berntsen
	
1,552 
	
0.1%

	
16
	
Loan Ngo
	
1,552 
	
0.1%

	
17
	
Tom
Kurack
	
2,057 
	
0.2%

	
18
	
Michael
Orechoff
	
729

	
0.1%

	
19
	
Tatiana
Golovina
	
729

	
0.1%

	
20
	
Yvette
Zarifian
	
729

	
0.1%

	
21
	
Kang S.
Tao
	
823

	
0.1%

	
22
	
Kelvin
Quemel
	
823

	
0.1%

	
 
	
 
	
 
	
 

	
 
	
Total option
grants
	
1,131,438 
	
100.0%










C-2

  

LA3:1144995.18 















EXHIBIT D




DEBT
TRANSFER DOCUMENTS




THIS BILL OF SALE (this “Bill of Sale”) is being
executed and delivered on June ___, 2008 by PaymentOne Corporation, a Delaware
corporation (“Seller”), in favor of  The Billing Resource,
d/b/a Integretel, a California corporation (“Assignee”), pursuant
to that certain Equity Acquisition Agreement dated as of June 11, 2008 by and
among Purchaser, Seller and Etelecharge.com, a Nevada corporation (the
“Acquisition Agreement”). Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Acquisition Agreement.


FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of
which is hereby acknowledged: 

1

Subject always to the terms of the Acquisition Agreement,
including Article 12 thereof, effective as of the Effective Date, Seller
hereby sells, conveys, assigns, transfers and delivers to Assignee all of
Seller’s right, title and interest in and to the Debt. 

2

Seller hereby constitutes and appoints Assignee the true and
lawful attorney of Seller with full power of substitution in its name and stead,
on behalf and for the benefit of Assignee, to execute and deliver any and all
documents, instruments of assignment, or other papers, and to take such other
acts, that are necessary for the purpose of perfecting and completing the sale,
assignment, transfer and delivery contemplated by Section 1 above. 

3

EXCEPT AS OTHERWISE MAY BE EXPRESSLY PROVIDED IN THE ACQUISITION
AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, WITH RESPECT TO THE DEBT OR ANY OTHER MATTER WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN
CONNECTION WITH THE DEBT, THE VALUE OF THE DEBT, OR ANY OTHER MATTER OR THING
RELATING TO THE DEBT.  ASSIGNEE FURTHER
ACKNOWLEDGES THAT ASSIGNEE HAS CONDUCTED AN INDEPENDENT INSPECTION AND
INVESTIGATION OF THE DEBT AND ALL SUCH OTHER MATTERS RELATING TO OR AFFECTING
THE DEBT AS ASSIGNEE DEEMED NECESSARY OR APPROPRIATE AND THAT IN PROCEEDING WITH
ITS ACQUISITION OF THE DEBT, EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH IN THE ACQUISITION AGREEMENT, ASSIGNEE IS DOING SO BASED
SOLELY UPON SUCH INDEPENDENT INSPECTIONS AND INVESTIGATIONS. ACCORDINGLY,
ASSIGNEE ACCEPTS THE DEBT AT THE CLOSING “AS IS,” “WHERE IS,” AND “WITH ALL
FAULTS.”

This Bill of Sale may be executed and delivered via facsimile
transmission or via email with scan or email attachment.  










Whether or not expressly required under the terms of the
Acquisition Agreement or this Bill of Sale, Seller shall execute and deliver
such further documents and instruments and take such further actions as
reasonably requested by Assignee to effectuate and perform the sale, assignment,
transfer and delivery contemplated by Section 1 above. 







[SIGNATURE PAGE FOLLOWS]





D-1

LA3:1144995.18 















DULY EXECUTED and delivered by the parties to this Bill of
Sale and effective as of the date first written above. 




“SELLER”




PAYMENTONE
CORPORATION







By:
__________________________

Name:


Joseph
Lynam

Title:
 

Chief
Executive Officer



















           “ASSIGNEE”




THE
BILLING RESOURCES D/B/A INTEGRETEL, INC.







By:
___________________________

Name:
 Paul Weber

Title:
 

Chief
Restructuring Officer























D-2

LA3:1144995.18 






TABLE OF CONTENTS




Page







ARTICLE
1

DEFINITIONS

2

ARTICLE
2

EQUITY
ACQUISITION

5

ARTICLE
3

CONSIDERATION
FOR EQUITY

6

ARTICLE
4

REPRESENTATIONS
AND WARRANTIES OF P1

7

ARTICLE
5

REPRESENTATIONS
AND WARRANTIES OF BUYER

16

ARTICLE
6

[RESERVED]

17

ARTICLE
7

COVENANTS
REGARDING CONVEYANCE OF THE DEBT

17

ARTICLE
8

CLOSING

17

ARTICLE
9

CONDITIONS
TO THE EFFECTIVE DATE

17

ARTICLE
10

TERMINATION

20

ARTICLE
11

REPRESENTATIONS
AND WARRANTIES OF  TBR REGARDING 

THE
P1
EQUITY                                                                                            
21

ARTICLE
12

[RESERVED]

21

ARTICLE
13

COVENANTS

21

ARTICLE
14

MISCELLANEOUS

21
















Exhibit
A

Shared
and Support Services Agreement.................................................A-1




Exhibit
B

Ordinary
Course Debts and Obligations.................................................B-1




Exhibit
C

Option
Term
Sheet..................................................................................C-1




Exhibit
D

Debt
Transfer
Documents...........................................................................D-1











			
	



LA3:1144995.18 
	
-i-
	
 











EXECUTION COPY








EQUITY ACQUISITION AGREEMENT
dated as of June 11,
2008

by and among

(1) THE BILLING RESOURCE, D/B/A INTEGRETEL,
INC.

(2) THE BILLING RESOURCE, D/B/A INTEGRETEL, INC. AS THE MAJORITY
SHAREHOLDER OF PAYMENTONE CORPORATION

(3) PAYMENTONE
CORPORATION

and

(4) ETELCHARGE.COM

















			
	



LA3:1144995.18